UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



ý☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2017~~2019



¨☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-31719

MOLINA HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)



Delaware		13-4204626
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 Oceangate, Suite 100
Long Beach,	California	90802
(Address of principal executive offices)		(Zip Code)

~~(562)~~ (562) 435-3666

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value	MOH	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesý☒ No ¨☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesý☒ No ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer☒Accelerated Filer ☐Non-Accelerated Filer ☐(do not check if a smaller reporting company)



~~Large accelerated filer~~	ý	~~Accelerated filer~~	¨

~~Non-accelerated filer~~	¨ ~~(Do not check if a smaller reporting company)~~	~~Smaller reporting company~~	¨
		~~Emerging growth company~~	¨

Smaller reporting company ☐Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.
	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ ☐No ý☒

The number of shares of the issuer’s Common Stock, $0.001 par value, outstanding as of ~~October 27, 2017,~~July 26, 2019, was approximately ~~57,094,000.~~62,711,000.

MOLINA HEALTHCARE, INC. FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~September~~June 30, ~~2017~~2019

TABLE OF CONTENTS



	~~Page~~
~~Financial Statements~~	3
~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	39
~~Controls and Procedures~~	63
~~Legal Proceedings~~	65
~~Risk Factors~~	65
~~Unregistered Sales of Equity Securities and Use of Proceeds~~	65
~~Exhibits~~	66
~~Signatures~~	67



ITEM NUMBER		Page

PART I - Financial Information

1.	Financial Statements	3

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

3.	Quantitative and Qualitative Disclosures About Market Risk	48

4.	Controls and Procedures	49

Part II - Other Information

1.	Legal Proceedings	49

1A.	Risk Factors	49

2.	Unregistered Sales of Equity Securities and Use of Proceeds	49

3.	Defaults Upon Senior Securities	Not Applicable.

4.	Mine Safety Disclosures	Not Applicable.

5.	Other Information	Not Applicable.

6.	Exhibits	50

	Signatures	51

~~CROSS-REFERENCE INDEX~~

ITEM NUMBER Page

PART I - Financial Information

1.
Financial Statements
3

2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
39

3.
Quantitative and Qualitative Disclosures About Market Risk
57

4.
Controls and Procedures
63

Part II - Other Information

1.
Legal Proceedings
65

1A.
Risk Factors
65

2.
Unregistered Sales of Equity Securities and Use of Proceeds
65

3. Defaults Upon Senior Securities Not Applicable.

4. Mine Safety Disclosures Not Applicable.

5. Other Information Not Applicable.

6.
Exhibits
66

Signatures
67

~~FINANCIAL STATEMENTS~~

~~MOLINA HEALTHCARE, INC.~~

CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~INCOME


	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended June 30,					Six Months Ended June 30,
	2017			2016		2017			2016		2019			2018		2019			2018
	(In millions, except per-share data) (Unaudited)										(In millions, except per-share amounts) (Unaudited)
Revenue:
Premium revenue	$	4,777		$	4,191	$	14,165		$	12,215	$	4,049		$	4,514	$	8,001		$	8,837
Premium tax revenue											110			106		248			210
Health insurer fees reimbursed											—			104		—			165
Service revenue	130			133		390			408		—			127		—			261
Premium tax revenue	106			127		331			345
Health insurer fee revenue	—			85		—			251
Investment income and other revenue	18			10		48			29		34			32		63			56
Total revenue	5,031			4,546		14,934			13,248		4,193			4,883		8,312			9,529
Operating expenses:
Medical care costs	4,220			3,748		12,822			10,930		3,466			3,850		6,837			7,572
Cost of service revenue	123			119		369			362
General and administrative expenses	383			343		1,227			1,034		328			335		630			687
Premium tax expenses	106			127		331			345		110			106		248			210
Health insurer fee expenses	—			55		—			163
Health insurer fees											—			99		—			174
Depreciation and amortization	33			36		109			102		22			25		47			51
Impairment losses	129			—		201			—
Restructuring and separation costs	118			—		161			—
Restructuring costs											2			8		5			33
Cost of service revenue											—			118		—			238
Total operating expenses	5,112			4,428		15,220			12,936		3,928			4,541		7,767			8,965
Operating (loss) income	(81		)	118		(286		)	312
Operating income											265			342		545			564
Other expenses, net:
Interest expense	32			26		85			76		22			32		45			65
Other income, net	—			—		(75		)	—
Other (income) expenses, net											(14		)	5		(17		)	15
Total other expenses, net	32			26		10			76		8			37		28			80
(Loss) income before income tax (benefit) expense	(113		)	92		(296		)	236
Income tax (benefit) expense	(16		)	50		(46		)	137
Net (loss) income	$	(97	)	$	42	$	(250	)	$	99
Income before income tax expense											257			305		517			484
Income tax expense											61			103		123			175
Net income											$	196		$	202	$	394		$	309

Net (loss) income per share:
Net income per share:
Basic	$	(1.70	)	$	0.77	$	(4.44	)	$	1.79	$	3.15		$	3.29	$	6.34		$	5.10
Diluted	$	(1.70	)	$	0.76	$	(4.44	)	$	1.77	$	3.06		$	3.02	$	6.04		$	4.68

CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~(LOSS)~~ INCOME

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016

(Amounts in millions)
(Unaudited)
Net (loss) income $ (97 ) $ 42
$ (250 ) $ 99
Other comprehensive income:
Unrealized investment gain (loss) 1
(3 ) 2
10
Less: effect of income taxes 1
(2 ) 1
3
Other comprehensive (loss) income, net of tax —
(1 ) 1
7
Comprehensive (loss) income $ (97 ) $ 41
$ (249 ) $ 106



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(In millions) (Unaudited)
Net income	$	196	$	202	$	394	$	309
Other comprehensive income (loss):
Unrealized investment income (loss)	10		1		17		(6		)
Less: effect of income taxes	2		—		4		(1		)
Other comprehensive income (loss), net of tax	8		1		13		(5		)
Comprehensive income	$	204	$	203	$	407	$	304

See accompanying notes.

~~MOLINA HEALTHCARE, INC.~~

CONSOLIDATED BALANCE SHEETS


	September 30, 2017			December 31, 2016			June 30, 2019		December 31, 2018
	(Amounts in millions, except per-share data)						(Dollars in millions, except per-share amounts)
	(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,934		$	2,819		$	2,253	$	2,826
Investments	1,787			1,758			2,070		1,681
Restricted investments	326			—
Receivables	1,002			974			1,239		1,330
Income taxes refundable	60			39
Prepaid expenses and other current assets	174			131			132		149
Derivative asset	425			267			169		476
Total current assets	7,708			5,988			5,863		6,462
Property, equipment, and capitalized software, net	397			454			373		241
Deferred contract costs	97			86
Intangible assets, net	101			140
Goodwill	430			620
Goodwill and intangible assets, net							180		190
Restricted investments	117			110			98		120
Deferred income taxes	62			10			70		117
Other assets	42			41			106		24
	$	8,954		$	7,449		$	6,690	$	7,154

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Medical claims and benefits payable	$	2,478		$	1,929		$	1,767	$	1,961
Amounts due government agencies	1,324			1,202			984		967
Accounts payable and accrued liabilities	485			385			373		390
Deferred revenue	468			315			30		211
Current portion of long-term debt	782			472			65		241
Derivative liability	425			267			169		476
Total current liabilities	5,962			4,570			3,388		4,246
Long-term debt	1,317			975			1,241		1,020
Lease financing obligations	198			198
Deferred income taxes	—			15
Finance lease liabilities							232		197
Other long-term liabilities	48			42			93		44
Total liabilities	7,525			5,800			4,954		5,507

Stockholders’ equity:
Common stock, $0.001 par value; 150 shares authorized; outstanding: 57 shares at September 30, 2017 and at December 31, 2016	—			—
Preferred stock, $0.001 par value; 20 shares authorized, no shares issued and outstanding	—			—
Common stock, $0.001 par value, 150 million shares authorized; outstanding: 63 million shares at June 30, 2019, and 62 million shares at December 31, 2018							—		—
Preferred stock, $0.001 par value; 20 million shares authorized, no shares issued and outstanding							—		—
Additional paid-in capital	870			841			240		643
Accumulated other comprehensive loss	(1		)	(2		)
Accumulated other comprehensive income (loss)							5		(8		)
Retained earnings	560			810			1,491		1,012
Total stockholders’ equity	1,429			1,649			1,736		1,647
	$	8,954		$	7,449		$	6,690	$	7,154

See accompanying notes.

~~MOLINA HEALTHCARE, INC.~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY



	Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income			Retained Earnings		Total
	Outstanding	Amount		Additional Paid-in Capital			Accumulated Other Comprehensive Income			Retained Earnings		Total
	(In millions)
	(Unaudited)
Balance at December 31, 2018	62	$	—	$	643		$	(8	)	$	1,012	$	1,647
Net income	—	—		—			—			198		198
Adoption of new accounting standard	—	—		—			—			85		85
Partial termination of 1.125% Warrants	—	—		(103		)	—			—		(103		)
Other comprehensive income, net	—	—		—			5			—		5
Share-based compensation	1	—		3			—			—		3
Balance at March 31, 2019	63	—		543			(3		)	1,295		1,835
Net income	—	—		—			—			196		196
Partial termination of 1.125% Warrants	—	—		(321		)	—			—		(321		)
Other comprehensive income, net	—	—		—			8			—		8
Share-based compensation	—	—		18			—			—		18
Balance at June 30, 2019	63	$	—	$	240		$	5		$	1,491	$	1,736



	Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings		Total
	Outstanding	Amount		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings		Total
	(In millions)
	(Unaudited)
Balance at December 31, 2017	60	$	—	$	1,044		$	(5	)	$	298	$	1,337
Net income	—	—		—			—			107		107
Adoption of new accounting standards	—	—		—			(1		)	7		6
Exchange of 1.625% Convertible Notes	2	—		108			—			—		108
Other comprehensive loss, net	—	—		—			(6		)	—		(6		)
Share-based compensation	—	—		1			—			—		1
Balance at March 31, 2018	62	—		1,153			(12		)	412		1,553
Net income	—	—		—			—			202		202
Partial termination of 1.125% Warrants	—	—		(113		)	—			—		(113		)
Other comprehensive income, net	—	—		—			1			—		1
Share-based compensation	—	—		15			—			—		15
Balance at June 30, 2018	62	$	—	$	1,055		$	(11	)	$	614	$	1,658

See accompanying notes.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Nine Months Ended September 30,						Six Months Ended June 30,
	2017			2016			2019			2018
	(Amounts in millions) (Unaudited)						(In millions) (Unaudited)
Operating activities:
Net (loss) income	$	(250	)	$	99
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Net income							$	394		$	309
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	139			135			47			73
Impairment losses	201			—
Deferred income taxes	(68		)	20			19			(6		)
Share-based compensation, including accelerated share-based compensation	38			24
Non-cash restructuring charges	49			—
Amortization of convertible senior notes and lease financing obligations	24			23
Share-based compensation							19			13
Amortization of convertible senior notes and finance lease liabilities							4			13
(Gain) loss on debt extinguishment							(17		)	15
Non-cash restructuring costs							—			17
Other, net	13			14			3			4
Changes in operating assets and liabilities:
Receivables	(28		)	(427		)	91			(315		)
Prepaid expenses and other assets	(53		)	(116		)
Prepaid expenses and other current assets							18			(181		)
Medical claims and benefits payable	549			168			(194		)	(267		)
Amounts due government agencies	122			503			17			205
Accounts payable and accrued liabilities	90			1			(61		)	349
Deferred revenue	153			157			(181		)	(42		)
Income taxes	(22		)	32			(3		)	127
Net cash provided by operating activities	957			633			156			314
Investing activities:
Purchases of investments	(1,896		)	(1,444		)	(1,162		)	(914		)
Proceeds from sales and maturities of investments	1,538			1,512			791			1,335
Purchases of property, equipment and capitalized software	(85		)	(143		)	(20		)	(14		)
(Increase) decrease in restricted investments held-to-maturity	(10		)	4
Net cash paid in business combinations	—			(48		)
Other, net	(21		)	(12		)	(2		)	(9		)
Net cash used in investing activities	(474		)	(131		)
Net cash (used in) provided by investing activities							(393		)	398
Financing activities:
Proceeds from senior notes offering, net of issuance costs	325			—
Proceeds from borrowings under credit facility	300			—
Proceeds from employee stock plans	11			10
Repayment of principal amount of 1.125% Convertible Notes							(185		)	(89		)
Cash paid for partial settlement of 1.125% Conversion Option							(473		)	(134		)
Cash received for partial termination of 1.125% Call Option							473			134
Cash paid for partial termination of 1.125% Warrants							(424		)	(113		)
Proceeds from borrowings under Term Loan Facility							220			—
Repayment of Credit Facility							—			(300		)
Other, net	(4		)	1			27			(1		)
Net cash provided by financing activities	632			11
Net increase in cash and cash equivalents	1,115			513
Cash and cash equivalents at beginning of period	2,819			2,329
Cash and cash equivalents at end of period	$	3,934		$	2,842
Net cash used in financing activities							(362		)	(503		)
Net (decrease) increase in cash, cash equivalents, and restricted cash and cash equivalents							(599		)	209
Cash, cash equivalents, and restricted cash and cash equivalents at beginning of period							2,926			3,290
Cash, cash equivalents, and restricted cash and cash equivalents at end of period							$	2,327		$	3,499

~~MOLINA HEALTHCARE, INC.~~

CONSOLIDATED STATEMENTS OF CASH FLOWS

(continued)

Nine Months Ended September 30,
2017 2016
(Amounts in millions)
(Unaudited)
Supplemental cash flow information:

Schedule of non-cash investing and financing activities:
Common stock used for share-based compensation $ (21 ) $ (8 )

Details of change in fair value of derivatives, net:
Gain (loss) on 1.125% Call Option $ 158
$ (60 )
(Loss) gain on 1.125% Conversion Option (158 ) 60
Change in fair value of derivatives, net $ —
$ —

Details of business combinations:
Fair value of assets acquired $ —
$ (186 )
Fair value of liabilities assumed —
28
Purchase price amounts accrued/received —
8
Reversal of amounts advanced to sellers in prior year —
102
Net cash paid in business combinations $ —
$ (48 )



	Six Months Ended June 30,
	2019			2018
	(In millions) (Unaudited)
Supplemental cash flow information:

Schedule of non-cash investing and financing activities:
Common stock used for share-based compensation	$	(7	)	$	(6	)

Details of change in fair value of derivatives, net:
Gain on 1.125% Call Option	$	166		$	135
Loss on 1.125% Conversion Option	(166		)	(135		)
Change in fair value of derivatives, net	$	—		$	—

1.625% Convertible Notes exchange transaction:
Common stock issued in exchange for 1.625% Convertible Notes	$	—		$	131
Component allocated to additional paid-in capital, net of income taxes	—			(23		)
Net increase to additional paid-in capital	$	—		$	108

See accompanying notes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~September~~June 30, ~~2017~~2019

1.Organization and Basis of Presentation

Organization and Operations

Molina Healthcare, Inc. provides ~~quality~~ managed health care to people receiving government assistance. We offer cost-effective Medicaid-related solutions to meet the health care needs of low-income families and individuals, and to assist government agencies in their administration ofhealthcare services under the Medicaid ~~program.~~and Medicare programs and through the state insurance marketplaces (the “Marketplace”). We currently have ~~three~~two reportable ~~segments. These segments consist of~~segments: our Health Plans segment ~~which constitutes~~and our Other segment. We manage the vast majority of our ~~operations;~~operations through our ~~Molina~~Health Plans segment. The Other segment includes the historical results of the Medicaid ~~Solutions segment;~~management information systems (“MMIS”) and ~~our Other~~behavioral health subsidiaries we sold in the fourth quarter of 2018, as well as certain corporate amounts not allocated to the Health Plans segment. Prior to the fourth quarter of 2018, the MMIS subsidiary was reported as a stand-alone segment.

The Health Plans segment consists of health plans operating in 1214 states and the Commonwealth of Puerto Rico. As of ~~September~~June 30, ~~2017,~~2019, these health plans served approximately ~~4.5~~3.4 million members eligible for Medicaid, Medicare, and other government-sponsored ~~health care~~healthcare programs for low-income families and ~~individuals. This membership includes Affordable Care Act~~individuals including Marketplace ~~(Marketplace)~~ members, most of whom receive government ~~premium subsidies.~~subsidies for premiums. The health plans are generally operated by our respective wholly owned subsidiaries in those states, each of which is licensed as a health maintenance organization ~~(HMO)~~(“HMO”).

Our health plans’ state Medicaid contracts generally have terms of three to ~~four~~five years. These contracts typically contain renewal options exercisable by the state Medicaid agency, and allow either the state or the health plan to terminate the contract with or without cause. ~~Our health plan subsidiaries have generally been successful in retaining their contracts, but such~~Such contracts are subject to risk of loss ~~when a state issues a new request~~in states that issue requests for proposal ~~(RFP)~~(“RFPs”) open to competitive bidding by other health plans. If one of our health plans is not a successful responsive bidder to a state RFP, its contract may not be ~~subject to non-renewal.~~renewed.

In addition to contract renewal, our state Medicaid contracts may be periodically amended to include or exclude certain health benefits (such as pharmacy services, behavioral health services, or long-term care services); populations such as the aged, blind or ~~disabled (ABD);~~disabled; and regions or service areas.

The Molina Medicaid Solutions segment provides support to state government agencies in the administration of their Medicaid programs, including business processing, information technology development and administrative services.

~~The Other segment includes primarily our Pathways behavioral health and social services provider, and corporate amounts not allocated to other reportable segments.~~

~~Recent Developments — Health Plans Segment~~

~~Illinois Health Plan.~~ In August 2017, Molina Healthcare of Illinois, Inc. was awarded a statewide Medicaid managed care contract by the Illinois Department of Healthcare and Family Services. This Medicaid contract further integrates behavioral health and physical health by combining the State’s three current managed care programs into one program. The contract begins January 1, 2018, for four years with options to renew annually for up to four additional years.

~~Mississippi Health Plan.~~ In June 2017, Molina Healthcare of Mississippi, Inc. was awarded a Medicaid Coordinated Care Contract for the statewide administration of the Mississippi Coordinated Access Network (MississippiCAN). The operational start date for the program is currently scheduled for October 1, 2018, pending the completion of a readiness review. The initial term of the contract is through June 2020, with options to renew annually for up to two additional years.

~~Washington Health Plan.~~ In May 2017, Molina Healthcare of Washington, Inc. was selected by the Washington State Health Care Authority to negotiate and enter into managed care contracts for the North Central region of the state’s Apple Health Integrated Managed Care Program. The start date for the new contract is scheduled for January 1, 2018.

~~Terminated Medicare Acquisition.~~ ~~In August 2016, we entered into agreements with each of Aetna Inc. and Humana Inc. to acquire certain assets related to their Medicare Advantage business. The transaction was subject to closing~~

conditions including the completion of the proposed acquisition of Humana by Aetna (the Aetna-Humana Merger). In January 2017, the U.S. District Court for the District of Columbia granted the request for relief made by the U.S. Department of Justice in its civil antitrust lawsuit against Aetna and Humana, to prohibit the Aetna-Humana Merger. In February 2017, our agreements with each of Aetna and Humana were terminated by the parties pursuant to the terms of the agreements. Under the termination agreements, we received an aggregate termination fee of $75 million from Aetna and Humana in the first quarter of 2017, which is reported in “Other income, net” in the accompanying consolidated statements of operations.

~~New York Health Plan.~~ In August 2016, we closed on our acquisition of the outstanding equity interests of Today’s Options of New York, Inc., which now operates as Molina Healthcare of New York, Inc. The purchase price allocation was completed, and the final purchase price adjustments were recorded, in the first quarter of 2017. Such adjustments were insignificant, and the final cash purchase price was $38 million.

~~Impairment Losses~~

~~Molina Medicaid Solutions segment.~~ ~~In the third quarter of 2017, we recorded a non-cash goodwill impairment loss of $28 million.See Note 10, “Impairment Losses.”~~

~~Other segment.~~ In the third quarter of 2017, we recorded a non-cash goodwill impairment loss of $101 million for our Pathways subsidiary. In the second quarter of 2017, we recorded non-cash goodwill and intangible assets impairment losses of $72 million, primarily for our Pathways subsidiary. See Note 10, “Impairment Losses.”

Consolidation and Interim Financial Information

The consolidated financial statements include the accounts of Molina Healthcare, Inc., and its subsidiaries, and variable interest entities (VIEs) in which Molina Healthcare, Inc. is considered to be the primary beneficiary. Such VIEs are insignificant to our consolidated financial position and results of operations.subsidiaries. In the opinion of management, all adjustments considered necessary for a fair presentation of the results as of the date and for the interim periods presented have been included; such adjustments consist of normal recurring adjustments. All significant intercompany balances and transactions have been eliminated. The consolidated results of operations for the ~~current interim period~~six months ended June 30, 2019, are not necessarily indicative of the results for the entire year ending December 31, ~~2017.~~2019.

The unaudited consolidated interim financial statements have been prepared under the assumption that users of the interim financial data have either read or have access to our audited consolidated financial statements for the fiscal year ended December 31, ~~2016.~~2018. Accordingly, certain disclosures that would substantially duplicate the disclosures contained in ~~the~~our December 31, ~~2016~~2018, audited consolidated financial statements have been omitted. These unaudited consolidated interim financial statements should be read in conjunction with our ~~December 31, 2016~~ audited consolidated financial ~~statements.~~statements for the fiscal year ended December 31, 2018.

Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Estimates also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Principal areas requiring the use of estimates include:

The determination of medical claims and benefits payable of our Health Plans segment;

Health plans’ contractual provisions that may limit revenue recognition based upon the costs incurred or the profits realized under a specific contract;

Health plans’ quality incentives that allow us to recognize incremental revenue if certain quality standards are met;

Settlements under risk or savings sharing programs;

The assessment of long-lived and intangible assets, and goodwill for impairment;

The determination of reserves for potential absorption of claims unpaid by insolvent providers;

The determination of reserves for litigation outcomes;

The determination of valuation allowances for deferred tax assets; and

The determination of unrecognized tax benefits.

2.Significant Accounting Policies

~~Certain~~Cash and Cash Equivalents

Cash and cash equivalents consist of ~~our significant accounting policies~~cash and short-term, highly liquid investments that are ~~discussed~~both readily convertible into known amounts of cash and have a maturity of three months or less on the date of purchase. The following table provides a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents reported within the ~~note~~accompanying consolidated balance sheets that sum to ~~which they specifically relate.~~the total of the same such amounts presented in the accompanying consolidated statements of cash flows. The restricted cash and cash equivalents presented below are included in non-current “Restricted investments” in the accompanying consolidated balance sheets.



	June 30,
	2019		2018
	(In millions)
Cash and cash equivalents	$	2,253	$	3,401
Restricted cash and cash equivalents	74		98
Total cash, cash equivalents, and restricted cash and cash equivalents presented in the statements of cash flows	$	2,327	$	3,499

Premium Revenue ~~Recognition – Health Plans Segment~~

Premium revenue is fixed in advance of the periods covered and, except as described below, is not generally subject to significant accounting estimates. Premium revenues are recognized in the month that members are entitled to receive ~~health care~~healthcare services, and premiums collected in advance are deferred. Certain components of premium revenue are subject to accounting estimates and fall into ~~two broad categories discussed in further detail below: 1) “Contractual Provisions That May Adjust or Limit Revenue or Profit;” and 2) “Quality Incentives.”~~the following categories:

Contractual Provisions That May Adjust or Limit Revenue or Profit

Medicaid Program

Medical Cost Floors (Minimums), and Medical Cost ~~Corridors:~~ Corridors. A portion of our premium revenue may be returned if certain minimum amounts are not spent on defined medical care costs. In the aggregate, we recorded ~~a liability~~liabilities under the terms of such contract provisions of ~~$119~~$93 million and ~~$272~~$103 million at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016, respectively, to “Amounts due government agencies.”~~2018, respectively. Approximately ~~$82~~$76 million and ~~$244~~$87 million of the ~~liability~~liabilities accrued at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, respectively, ~~relates~~relate to our participation in Medicaid Expansion programs.

In certain circumstances, ~~our~~the health plans may receive additional premiums if amounts spent on medical care costs exceed a defined maximum threshold. Receivables relating to such provisions were insignificant at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016.~~2018.

Profit Sharing and Profit ~~Ceiling:~~Ceiling. Our contracts with certain states contain profit-sharing or profit ceiling provisions under which we refund amounts to the states if our health plans generate profit above a certain specified percentage. In some cases, we are limited in the amount of administrative costs that we may deduct in calculating the refund, if any. Liabilities for profits in excess of the amount we are allowed to retain under these provisions were insignificant at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016.~~2018.

Retroactive Premium ~~Adjustments:~~ Adjustments. State Medicaid programs periodically adjust premium rates on a retroactive basis. In these cases, we must adjust our premium revenue in the period in which we learn of the adjustment, ~~rather than in~~based on our best estimate of the ~~months of service~~ultimate premium we expect to ~~which~~realize for the ~~retroactive adjustment applies.~~period being adjusted.

Medicare Program

Risk ~~Adjustment:~~Adjusted Premiums. Our Medicare premiums are subject to retroactive increase or decrease based on the health status of our Medicare members ~~(measured as a~~(as measured by member risk score). We estimate our members’ risk scores and the related amount of Medicare revenue that will ultimately be realized for the periods presented based on our knowledge of our members’ health status, risk scores and ~~the~~ Centers for Medicare &and Medicaid Services ~~(CMS)~~

(“CMS”) practices. Consolidated balance sheet amounts related to anticipated Medicare risk ~~adjustment~~adjusted premiums and Medicare Part D settlements were insignificant at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016.~~2018.

Minimum ~~MLR:~~ ~~Additionally, federal regulations have~~MLR. The Affordable Care Act (“ACA”) has established a minimum annual medical loss ratio ~~(Minimum MLR)~~(“Minimum MLR”) of 85% for Medicare. The medical loss ratio represents medical costs as a percentage of premium revenue. Federal regulations define what constitutes medical costs and premium revenue. If the Minimum MLR is not met, we may be required to pay rebates to the federal government. We recognize estimated rebates under the Minimum MLR as an adjustment to premium revenue in our consolidated statements of ~~operations.~~

~~Marketplace~~

~~Premium Stabilization Programs:~~ income. The ~~Affordable Care Act (ACA) established Marketplace premium stabilization programs effective January 1, 2014. These programs, commonly referred to as~~amounts payable for the “3R’s,” include a permanent risk adjustment program, a transitional reinsurance program, and a temporary risk corridor program. We record receivables or payables related to the 3R programs and theMedicare Minimum MLR ~~when the amounts are reasonably estimable as described below,~~were not significant at June 30, 2019 and ~~for receivables, when collection is reasonably assured. Our receivables (payables) for each of these programs, as of the dates indicated, were as follows:~~December 31, 2018.

Marketplace Program

September 30, 2017 December 31,
2016
Current Benefit Year Prior Benefit Years Total

(In millions)
Risk adjustment $ (655 ) $ —
$ (655 ) $ (522 )
Reinsurance —
10
10
55
Risk corridor —
—
—
(1 )
Minimum MLR (27 ) —
(27 ) (1 )

Risk ~~adjustment:~~Adjustment. Under this ~~permanent~~ program, our health plans’ composite risk scores are compared with the overall average risk score for the relevant state and market pool. Generally, our health plans will make a risk ~~transfer~~adjustment payment into the pool if their composite risk scores are below the average risk score (risk adjustment payable), and will receive a risk ~~transfer~~adjustment payment from the pool if their composite risk scores are above the average risk ~~score.~~score (risk adjustment receivable). We estimate our ultimate premium based on insurance policy year-to-date experience, and recognize estimated premiums relating to the risk adjustment program as an adjustment to premium revenue in our consolidated statements of ~~operations.~~

~~Reinsurance: This program was designed~~income. As of June 30, 2019, Marketplace risk adjustment payables amounted to ~~provide reimbursement~~$625 million and related receivables amounted to ~~insurers for high cost members and ended~~$71 million, or a net of $554 million. Approximately $390 million of the net amount at June 30, 2019 relates to 2018 dates of service. As of December 31, ~~2016; we expect~~2018, Marketplace risk adjustment payables amounted to ~~settle the outstanding receivable balance in 2017.~~$466 million and related receivables amounted to $34 million, or a net of $432 million.

Risk corridor: This program was intended to limit gains and losses of insurers by comparing allowable costs to a target amount as defined by CMS, and ended December 31, 2016; all outstanding balances were settled as of September 30, 2017.

~~Additionally, the~~Minimum MLR. The ACA has established a Minimum MLR of 80% for the Marketplace. ~~The medical loss ratio represents medical costs as a percentage of premium revenue. Federal regulations define what constitutes medical costs and premium revenue.~~ If the Minimum MLR is not met, we may be required to pay rebates to our Marketplace policyholders. ~~Each of the 3R programs~~The Marketplace risk adjustment program is taken into consideration when computing the Minimum MLR. We recognize estimated rebates under the Minimum MLR as an adjustment to premium revenue in our consolidated statements of ~~operations.~~income. Aggregate balance sheet amounts related to the Minimum MLR were insignificant at June 30, 2019 and December 31, 2018.

A summary of the categories of amounts due government agencies follows:



	June 30, 2019		December 31, 2018
	(In millions)
Medicaid program:
Medical cost floors and corridors	$	93	$	103
Other amounts due to states	93		81
Marketplace program:
Risk adjustment	625		466
Cost sharing reduction (“CSR”)	—		183
Other	173		134
Total amounts due government agencies	$	984	$	967

Quality Incentives

At ~~several~~many of our health plans, revenue ranging from approximately 1% to 3%4% of certain health plan premiums is earned only if certain performance measures are met.

The following table quantifies the quality incentive premium revenue recognized for the periods presented, including the amounts earned in the periods presented and prior periods. Although the reasonably possible effects of a change in estimate related to quality incentive premium revenue as of ~~September~~June 30, ~~2017~~2019, are not known, we have no reason to believe that the adjustments to prior years noted below are not indicative of the potential future changes in our estimates as of ~~September~~June 30, ~~2017.~~2019.



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(In millions)
Maximum available quality incentive premium - current period	$	46		$	47		$	91		$	87

Quality incentive premium revenue recognized in current period:
Earned current period	$	37		$	34		$	63		$	58
Earned prior periods	10			12			30			23
Total	$	47		$	46		$	93		81

Quality incentive premium revenue recognized as a percentage of total premium revenue	1.2		%	1.0		%	1.2		%	0.9		%

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(Dollars in millions)
Maximum available quality incentive premium - current period $ 36
$ 33
$ 113
$ 114
Quality incentive premium revenue recognized in current period:
Earned current period $ 24
$ 26
$ 72
$ 80
Earned prior periods 3
—
9
54
Total $ 27
$ 26
$ 81
134

Quality incentive premium revenue recognized as a percentage of total premium revenue 0.6 % 0.6 % 0.6 % 1.1 %
Medical Care Costs

Marketplace Program

In the first half of 2018, we recognized a benefit of approximately $76 million in reduced medical care costs related to 2017 dates of service as a result of the federal government’s confirmation that the reconciliation of 2017 Marketplace CSR subsidies would be performed on an annual basis. In the fourth quarter of 2017, we had assumed a nine-month reconciliation of this item pending confirmation of the time period to which the 2017 reconciliation would be applied.

Leases

Right-of-use (“ROU”) assets represent our right to use the underlying assets over the lease term, and lease liabilities represent our obligation for lease payments arising from the related leases. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease terms may include options to extend or terminate the lease when we believe it is reasonably certain that we will exercise such options. If applicable, we account for lease and non-lease components within a lease as a single lease component.

Because most of our leases do not provide an implicit interest rate, we generally use our incremental borrowing rate to determine the present value of lease payments. Lease expenses for operating lease payments are recognized on a straight-line basis over the lease term, and the related ROU assets and liabilities are reduced to the present value of the remaining lease payments at the end of each period. Finance lease payments reduce finance lease liabilities, the related ROU assets are amortized on a straight-line basis over the lease term, and interest expense is recognized using the effective interest method.

The significant majority of our operating leases consist of long-term operating leases for office space. Short-term leases (those with terms of 12 months or less) are not recorded as ROU assets or liabilities in the consolidated balance sheets. For certain leases that represent a portfolio of similar assets, such as a fleet of vehicles, we apply a portfolio approach to account for the related operating lease ROU assets and liabilities, rather than account for such assets and the related liabilities individually. A nominal number of our lease agreements include rental payments that adjust periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

For further information, including the amount and location of the ROU assets and lease liabilities recognized in the accompanying consolidated balance sheet, see Note 13, “Leases.” For further information regarding our adoption and implementation of Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), see Recent Accounting Pronouncements Adopted, below.

Concentrations of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, investments, receivables, and restricted investments. Our investments and a portion of our cash equivalents are managed by professional portfolio managers operating under documented investment guidelines. Our portfolio managers must obtain our prior approval before selling investments where the loss position of those investments exceeds certain levels. Our investments consist primarily of investment-grade debt securities with a maximum maturity of 10 years, or 10 years average life for structured securities. Restricted investments are invested principally in certificates of deposit and U.S. Treasury securities. Concentration of credit risk with respect to

accounts receivable is generally limited because our payors consist principally of the federal government, and governments of each state or commonwealth in which our health plan subsidiaries operate.

Income Taxes

The provision for income taxes is determined using an estimated annual effective tax rate, which generally differs from the U.S. federal statutory rate primarily because of foreign and state taxes, nondeductible expenses such as the Health Insurer Fee ~~(HIF)~~(“HIF”), ~~goodwill impairment,~~ certain compensation, and other general and administrative expenses. The effective tax rate ~~was~~will not be impacted by HIF in ~~2017~~2019 given the ~~2017~~2019 HIF moratorium.

The effective tax rate may be subject to fluctuations during the year ~~particularly as a result of the level of pretax earnings, and also~~ as new information is obtained. Such information may affect the assumptions used to estimate the annual effective tax rate, including ~~factors such as~~projected pretax earnings, the mix of pretax earnings in the various tax jurisdictions in which we operate, valuation allowances against deferred tax assets, the recognition or the reversal of the recognition of tax benefits related to uncertain tax positions, and changes in or the interpretation of tax laws in jurisdictions where we conduct business. We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities, along with net operating loss and tax credit carryovers.

~~Premium Deficiency Reserves on Loss Contracts~~

We assess the profitability of our medical care policies to identify groups of contracts where current operating results or forecasts indicate probable future losses. If anticipated future variable costs exceed anticipated future premiums and investment income, a premium deficiency reserve is recognized. We assume a full-year CSR reconciliation (see further information below) in the premium deficiency reserve calculation for the Marketplace program. We recorded a premium deficiency reserve to “Medical claims and benefits payable” on our accompanying consolidated balance sheets relating to our Marketplace program of $30 million as of December 31, 2016, which increased to $100 million as of June 30, 2017, and then decreased to $70 million as of September 30, 2017. If a nine-month CSR reconciliation had been included in the computation rather than a full year, the premium deficiency reserve would have increased by $55 million, to $125 million as of September 30, 2017. The theoretical $55 million increase to the premium deficiency reserve is less than the potential fourth quarter 2017 impact described below, or $85 million, because such adjustment only recognizes the potential CSR impact to the extent it would have created a deficiency in premiums at September 30, 2017.

~~Marketplace Cost Share Reduction (CSR) Update~~

Our third quarter results do not include any potential impact from the October 12, 2017, direction to Centers for Medicare and Medicaid Services (CMS) from Acting Department of Health and Human Services Secretary Hargan to cease payment of Marketplace CSR subsidies. At September 30, 2017, we had a total of approximately $220 million in excess CSR subsidies, recorded as a payable to CMS. This payable represents the extent to which payments received by us from CMS exceeded our estimate of the actual cost of member subsidies incurred by us through September 30, 2017.

We expect to incur approximately $85 million in unreimbursed expense associated with the cessation of CSR subsidies in the fourth quarter of 2017. It has been the practice of CMS to perform a reconciliation on an annual basis of CSR subsidies paid to all health plans against the actual costs incurred by the health plans. Were such a reconciliation to be performed for the full calendar year of 2017—consistent with past practice—we would be able to offset nearly all of the $85 million expense incurred in the fourth quarter against the excess amounts received prior to September 30, 2017. However, should CMS transition to a nine month reconciliation period ending September 30, 2017—the last month for which CSR subsidies have been paid—the absence of CSR subsidy reimbursement would reduce income before income tax expense by approximately $85 million in the fourth quarter of 2017.

Recent Accounting Pronouncements Adopted

~~Goodwill Impairment.~~ Leases. In ~~January 2017,~~February 2016, the Financial Accounting Standards Board ~~(FASB)~~(“FASB”) issued ~~Accounting Standards Update (ASU) 2017-04,~~ ~~Simplifying the Test for Goodwill Impairment~~,Topic 842, which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment loss. Instead, an impairment loss is measured as the excess of the carrying amount of the reporting unit, including goodwill, over the fair value of the reporting unit. ASU 2017-04 is effective beginning January 1, 2020; we early adopted ASU 2017-04 as of June 30, 2017, in connection with the interim assessment of our Pathways subsidiary. See further discussion at Note 10, “Impairment Losses.”

~~Restricted Cash.~~ ~~In November 2016, the FASB issued ASU 2016-18,~~ ~~Restricted Cash,~~ which will require us to include in our consolidated statements of cash flows the balances of cash, cash equivalents, restricted cash and restricted cash equivalents. When these items are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. Transfers between cash and cash equivalents and restricted cash and restricted cash equivalents will no longer be presented in the statement of cash flows. ASU 2016-18 is effective beginning January 1, 2018; early adoption is permitted. We are currently evaluating the changes that will be required in our consolidated statements of cash flows.

~~Stock Compensation.~~ ~~In March 2016, the FASB issued ASU 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718,~~ ~~Compensation – Stock Compensation~~. ASU 2016-09 simplifies several aspects of accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax and classification in the statement of cash flows. We adopted ASU 2016-09 in the first quarter of 2017; such adoption did not significantly impact our consolidated financial statements. In addition, the prior period presentation in the statement of cash flows was ~~not adjusted because such adjustments were insignificant.~~

~~Leases.~~ ~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases (Topic 842),~~ assubsequently modified by ~~ASU 2017-03,~~ ~~Transition~~several ASUs issued in 2017 and ~~Open Effective Date Information. Under ASU 2016-02, an entity will be required~~2018. Topic 842 was issued to ~~recognize assets~~increase transparency and ~~liabilities for~~comparability among organizations by requiring the ~~rights and obligations created by leases on the entity’s balance sheet for both finance and operating leases. For leases with a term~~recognition of ~~12 months or less, an entity can elect to not recognize lease~~ROU assets and lease liabilities on the balance sheet. Most prominent among the changes in Topic 842 is the recognition of ROU assets and ~~expense~~lease liabilities by lessees for those leases classified as operating leases. In addition, Topic 842’s disclosures are required to meet the ~~lease over a straight-line basis for the term~~objective of ~~the lease. ASU 2016-02 will require new disclosures that depict~~enabling users of financial statements to assess the amount, timing and uncertainty of cash flows ~~pertaining~~arising from leases. Topic 842’s transition provisions are applied using a modified retrospective approach; entities may elect whether to ~~an entity’s leases. ASU 2016-02 is~~apply the transition provisions, including disclosure requirements, at the beginning of the earliest comparative period presented or on the adoption date.

We adopted Topic 842 effective ~~for us beginning~~ January 1, 2019, and ~~must be adopted using a modified retrospective approach for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. Under this guidance,~~elected to apply the transition provisions as of that date. Accordingly, we ~~will record assets and liabilities relating primarily to our long-term office leases. We are evaluating the effect to our consolidated financial statements.~~

~~Revenue Recognition.~~ ~~In May 2014, the FASB issued ASU 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606).~~ ~~We intend to adopt this standard and the related modifications on January 1, 2018, using the modified retrospective approach. Under this approach,~~recognized the cumulative effect of initially applying the ~~guidance will be reflected~~standard as an adjustment to ~~beginning~~the opening balance of retained earnings on January 1, 2019. In addition, we elected the available practical expedients and implemented internal controls and key system functionality to enable the preparation of financial information on adoption.

As indicated in the accompanying consolidated statements of stockholders’ equity, the cumulative effect adjustment was an increase of $85 million to retained earnings, relating primarily to the transition provisions for sale-leaseback arrangements that did not qualify for sale treatment. Accordingly, such arrangements for certain office buildings were de-recognized and recorded as finance lease ROU assets and lease liabilities. The difference between the de-recognized assets and lease financing obligations resulted in an increase to retained earnings. The recognition of these arrangements as finance lease ROU assets and lease liabilities will not materially impact our consolidated results of operations over the terms of the leases.

Software Licenses. In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We early adopted ASU 2018-15 effective January 1, 2019, using the prospective method, with no material impact to our financial condition, results of operations or cash flows. Adoption of this guidance may be significant to us in the future depending on the extent to which we use cloud computing arrangements that qualify as service contracts.

Recent Accounting Pronouncements Not Yet Adopted

Credit Losses. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as modified by:


•	ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses;


•	ASU 2019-04,Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments; and


•	ASU 2019-05, Financial Instruments - Credit Losses (Topic 326), Targeted Transition Relief.

This standard introduces a new current expected credit loss (“CECL”) model for measuring expected credits losses for certain types of financial instruments and replaces the incurred loss model. The CECL model requires

companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount companies expect to collect over the instrument’s contractual life after consideration of historical experience, current conditions, and reasonable and supportable forecasts. This standard also introduces targeted changes to the available-for-sale (“AFS”) debt securities impairment model. ASU 2016-13 is effective beginning January 1, 2020, and must be adopted as a cumulative effect adjustment to retained earnings; early adoption is permitted.

We have determined that the ~~insurance contracts of~~CECL model will apply primarily to “Receivables” and “Restricted investments” reported in our ~~Health Plans segment, which segment constitutes~~consolidated balance sheets. The AFS debt securities impairment model will apply to “Investments” reported in our consolidated balance sheets. We are currently evaluating the vast majority of our operations, are excluded from the scope of Topic 606 because the recognition of revenue under these contracts is dictated by other accounting standards governing insurance contracts.

~~For our Molina Medicaid Solutions segment, we have reevaluated our earlier assessment~~processes and ~~determined that revenue for contracts that include design, development~~controls necessary to adopt and implementation of Medicaid managed care systems shall be deferred until the system ‘go-live’ date, and then generally recognized on a straight-line basis over the hosting period. This approach is consistentimplement ASU 2016-13, along with the FASB/IASB Joint Transition Resource Group for Revenue Recognition view for entities that provide software as a service solution, and similar to our historical revenue recognition methodology. We are continuing to evaluate the existence of customers’ rights with regard to renewal options and whether such rights may constitute separate performance obligations. We expect that cost of service revenue will generally be recognized in a manner consistent with the corresponding revenue recognition.

~~We believe the cumulative adjustment to retained earnings associated with~~effects the adoption will have on our consolidated results of ~~Topic 606 effective January 1, 2018, will be insignificant for both our Molina Medicaid Solutions~~operations and ~~Other segments.~~financial condition.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission ~~(SEC)~~(“SEC”) did not have, ~~or are not believed by~~nor does management expect such pronouncements to have, a significant impact on our present or future consolidated financial statements.

3. Net ~~(Loss)~~ Income per Share

The following table sets forth the calculation of ~~basic and diluted~~ net ~~(loss)~~ income per share:


	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
	2017			2016		2017			2016		2019		2018		2019		2018
	(In millions, except net income per share)										(In millions, except net income per share)
Numerator:
Net (loss) income	$	(97	)	$	42	$	(250	)	$	99
Net income											$	196	$	202	$	394	$	309
Denominator:
Denominator for basic net (loss) income per share	57			56		56			55
Shares outstanding at the beginning of the period											62.1		61.2		62.1		59.3
Weighted-average number of shares issued:
Exchange of 1.625% Convertible Notes											—		—		—		1.1
Stock-based compensation											—		—		—		0.1
Denominator for net income per share, basic											62.1		61.2		62.1		60.5
Effect of dilutive securities:
1.125% Warrants ⁽¹⁾	—			—		—			1		1.3		4.9		2.4		4.8
Denominator for diluted net (loss) income per share	57			56		56			56
1.625% Convertible Notes											—		0.4		—		0.5
Stock-based compensation											0.6		0.2		0.6		0.2
Denominator for net income per share, diluted											64.0		66.7		65.1		66.0

Net (loss) income per share: ⁽²⁾
Net income per share: ⁽²⁾
Basic	$	(1.70	)	$	0.77	$	(4.44	)	$	1.79	$	3.15	$	3.29	$	6.34	$	5.10
Diluted	$	(1.70	)	$	0.76	$	(4.44	)	$	1.77	$	3.06	$	3.02	$	6.04	$	4.68

Potentially dilutive common shares excluded from calculations:
1.125% Warrants⁽¹⁾	2			—		2			—
1.625% Notes⁽¹⁾	1			—		—			—
Potentially dilutive common shares excluded from calculations: ⁽¹⁾
Stock-based compensation											—		0.4		—		0.4

______________________________

(1)

For more information and definitions regarding the 1.125% Warrants, including partial termination transactions, refer to Note 9, “Stockholders' Equity.~~” For more information regarding the 1.625% Notes, refer to Note 7, “Debt.~~” The dilutive effect of all potentially dilutive common shares is calculated using the treasury stock method. ~~Potentially~~Certain potentially dilutive common shares issuable were not included in the computation of diluted net ~~loss~~income per share ~~in the three and nine months ended September 30, 2017,~~ because to do so would have been anti-dilutive.


(2)	Source data for calculations in thousands.

4. Fair Value Measurements

We consider the carrying amounts of ~~cash, cash equivalents and other~~ current assets and current liabilities (not including derivatives and the current portion of long-term debt) to approximate their fair values because of the

relatively short period of time between the origination of these instruments and their expected realization or payment. For our financial instruments measured at fair value on a recurring basis, we prioritize the inputs used in measuring fair value according to the three-tier fair value hierarchy. For a description of the methods and assumptions that we use to a) estimate the fair value; and b) determine the classification according to the fair value hierarchy for each financial instrument, see Note 5,4, “Fair Value Measurements,” in our ~~2016~~2018 Annual Report on Form 10-K.

Derivative financial instruments include the 1.125% Call Option derivative asset and the 1.125% Conversion Option derivative ~~liability.~~liability (see Note 8 “Derivatives,” for definitions and further information). These derivatives are not actively traded and are valued based on an option pricing model that uses observable and unobservable market data for inputs. Significant market data inputs used to determine fair value as of ~~September~~June 30, ~~2017,~~2019, included the price of our common stock, the time to maturity of the derivative instruments, the risk-free interest rate, and the implied volatility of our common stock. ~~As described further in Note 8, “Derivatives,” the~~The 1.125% Call Option derivative asset and the 1.125% Conversion Option derivative liability were designed such that changes in their fair values would offset, with minimal impact to the consolidated statements of ~~operations.~~income. Therefore, the sensitivity of changes in the unobservable inputs to the option pricing model for such derivative instruments is mitigated.

The net changes in fair value of Level 3 financial instruments were insignificant to our results of operations for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2019.

Our financial instruments measured at fair value on a recurring basis at ~~September~~June 30, ~~2017,~~2019, were as follows:



	Total		Observable Inputs (Level 1)		Directly or Indirectly Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
	(In millions)
Corporate debt securities	$	1,297	$	—	$	1,297	$	—
Mortgage-backed securities	249		—		249		—
Asset-backed securities	161		—		161		—
Government-sponsored enterprise securities (“GSEs”)	159		—		159		—
Municipal securities	109		—		109		—
U.S. Treasury notes	87		—		87		—
Certificate of deposit	6		—		6		—
Other	2		—		2		—
Subtotal - current investments	2,070		—		2,070		—
1.125% Call Option derivative asset	169		—		—		169
Total assets	$	2,239	$	—	$	2,070	$	169

1.125% Conversion Option derivative liability	$	169	$	—	$	—	$	169
Total liabilities	$	169	$	—	$	—	$	169

Total Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
(In millions)
Corporate debt securities $ 1,162
$ —
$ 1,162
$ —
Government-sponsored enterprise securities (GSEs) 220
220
—
—
Municipal securities 131
—
131
—
Asset-backed securities 125
—
125
—
U.S. treasury notes 121
121
—
—
Certificates of deposit 28
—
28
—
Subtotal - current investments 1,787
341
1,446
—
Corporate debt securities 229
—
229
—
U.S. treasury notes 97
97
—
—
Subtotal - current restricted investments 326
97
229
—
1.125% Call Option derivative asset 425
—
—
425
Total assets $ 2,538
$ 438
$ 1,675
$ 425

1.125% Conversion Option derivative liability $ 425
$ —
$ —
$ 425
Total liabilities $ 425
$ —
$ —
$ 425

Our financial instruments measured at fair value on a recurring basis at December 31, ~~2016,~~2018, were as follows:



	Total		Observable Inputs (Level 1)		Directly or Indirectly Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
	(In millions)
Corporate debt securities	$	1,123	$	—	$	1,123	$	—
Asset-backed securities	82		—		82		—
GSEs	163		—		163		—
Municipal securities	114		—		114		—
U.S. Treasury notes	181		—		181		—
Certificates of deposit	14		—		14		—
Other	4		—		4		—
Subtotal - current investments	1,681		—		1,681		—
1.125% Call Option derivative asset	476		—		—		476
Total assets	$	2,157	$	—	$	1,681	$	476

1.125% Conversion Option derivative liability	$	476	$	—	$	—	$	476
Total liabilities	$	476	$	—	$	—	$	476

Total Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
(In millions)
Corporate debt securities $ 1,179
$ —
$ 1,179
$ —
GSEs 231
231
—
—
Municipal securities 142
—
142
—
Asset-backed securities 69
—
69
—
U.S. treasury notes 84
84
—
—
Certificates of deposit 53
—
53
—
Subtotal - current investments 1,758
315
1,443
—
1.125% Call Option derivative asset 267
—
—
267
Total assets $ 2,025
$ 315
$ 1,443
$ 267

1.125% Conversion Option derivative liability $ 267
$ —
$ —
$ 267
Total liabilities $ 267
$ —
$ —
$ 267

~~There were no current restricted investments as of December 31, 2016.~~

Fair Value Measurements – Disclosure Only

The carrying amounts and estimated fair values of our ~~senior~~ notes payable are classified as Level 2 financial instruments. Fair value for these securities is determined using a market approach based on quoted market prices for similar securities in active markets or quoted prices for identical securities in inactive markets. The carrying amount and estimated fair value of the ~~amount due under our Credit~~Term Loan Facility is classified as a Level 3 financial instrument, because certain inputs used to determine its fair value are not observable. As of ~~September~~June 30, ~~2017,~~2019, the carrying ~~value~~amount of the ~~amount due under the Credit~~Term Loan Facility approximates it fair value because ~~of the recency of this borrowing during the third quarter of 2017.~~its interest rate is a variable rate that approximates rates currently available to us.



	June 30, 2019				December 31, 2018
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In millions)
5.375% Notes	$	695	$	732	$	694	$	674
4.875% Notes	326		335		326		301
Term Loan Facility	220		220		—		—
1.125% Convertible Notes ^(1),(2)	65		231		240		732
Totals	$	1,306	$	1,518	$	1,260	$	1,707

September 30, 2017 December 31, 2016

Carrying
Value

Fair Value

Carrying
Value

Fair Value
(In millions)
5.375% Notes $ 692
$ 726
$ 691
$ 714
1.125% Convertible Notes 489
927
471
792
4.875% Notes 325
324
—
—
Credit Facility 300
300
—
—
1.625% Convertible Notes 292
373
284
344
$ 2,098
$ 2,650
$ 1,446
$ 1,850
______________________


(1)	The fair value of the 1.125% Conversion Option (the embedded cash conversion option), which is reflected in the fair value amounts presented above, amounted to $169 million and $476 million as of June 30, 2019, and December 31, 2018, respectively. See further discussion at Note 7, “Debt,” and Note 8, “Derivatives.”


(2)	For more information on debt repayments in 2019, refer to Note 7, “Debt.”

5. Investments

Available-for-Sale Investments

We consider all of our investments classified as current assets ~~(including restricted investments)~~ to be available-for-sale. Certain of our senior notes, as further discussed in Note 7, “Debt,” contain a limitation on the use of proceeds which required us to deposit the net proceeds from their issuance into a segregated deposit account, a current asset reported as “Restricted investments” in the accompanying consolidated balance sheets. Such proceeds, while restricted as to their use and held in a segregated deposit account, are available-for-sale based upon our contractual liquidity requirements.

The following tables summarize our investments as of the dates indicated:



	June 30, 2019
	Amortized		Gross Unrealized				Estimated Fair
	Cost		Gains		Losses		Value
	(In millions)
Corporate debt securities	$	1,292	$	6	$	1	$	1,297
Mortgage-backed securities	248		1		—		249
Asset-backed securities	161		—		—		161
GSEs	160		—		1		159
Municipal securities	108		1		—		109
U.S. Treasury notes	87		—		—		87
Certificates of deposit	6		—		—		6
Other	2		—		—		2
Totals	$	2,064	$	8	$	2	$	2,070

September 30, 2017
Amortized
Gross
Unrealized

Estimated
Fair
Cost Gains Losses Value
(In millions)
Corporate debt securities $ 1,162
$ 1
$ 1
$ 1,162
GSEs 221
—
1
220
Municipal securities 132
—
1
131
Asset-backed securities 125
—
—
125
U.S. treasury notes 121
—
—
121
Certificates of deposit 28
—
—
28
Subtotal - current investments 1,789
1
3
1,787
Corporate debt securities 229
—
—
229
U.S. treasury notes 97
—
—
97
Subtotal - current restricted investments 326
—
—
326
$ 2,115
$ 1
$ 3
$ 2,113



	December 31, 2018
	Amortized		Gross Unrealized				Estimated Fair
	Cost		Gains		Losses		Value
	(In millions)
Corporate debt securities	$	1,131	$	—	$	8	$	1,123
Asset-backed securities	83		—		1		82
GSEs	164		—		1		163
Municipal securities	115		—		1		114
U.S. Treasury notes	181		—		—		181
Certificates of deposit	14		—		—		14
Other	4		—		—		4
Total current investments	$	1,692	$	—	$	11	$	1,681

December 31, 2016
Amortized
Gross
Unrealized

Estimated
Fair
Cost Gains Losses Value
(In millions)
Corporate debt securities $ 1,180
$ 1
$ 2
$ 1,179
GSEs 232
—
1
231
Municipal securities 143
—
1
142
Asset-backed securities 69
—
—
69
U.S. treasury notes 84
—
—
84
Certificates of deposit 53
—
—
53
$ 1,761
$ 1
$ 4
$ 1,758

~~There were no current restricted investments as of December 31, 2016.~~

The contractual maturities of our available-for-sale investments as of ~~September~~June 30, ~~2017~~2019 are summarized below:



	Amortized Cost		Estimated Fair Value
	(In millions)
Due in one year or less	$	821	$	821
Due after one year through five years	917		921
Due after five years through ten years	124		125
Due after ten years	202		203
Totals	$	2,064	$	2,070

Amortized Cost
Estimated
Fair Value
(In millions)
Due in one year or less $ 1,154
$ 1,153
Due after one year through five years 944
943
Due after five years through ten years 17
17
$ 2,115
$ 2,113

Gross realized gains and losses from sales of available-for-sale securities are calculated under the specific identification method and are included in investment income. Gross realized investment gains and losses for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018, were insignificant.

We have determined that unrealized losses at ~~September~~June 30, ~~2017~~2019, and December 31, ~~2016,~~2018, are temporary in nature, because the change in market value for these securities has resulted from fluctuating interest rates, rather than a deterioration of the creditworthiness of the issuers. So long as we maintain the intent and ability to hold these securities to maturity, we are unlikely to experience losses. In the event that we dispose of these securities before maturity, we expect that realized losses, if any, will be insignificant.

The following table segregates those available-for-sale investments that have been in a continuous loss position for less than 12 months, and those that have been in a continuous loss position for 12 months or more as of ~~September~~June 30, ~~2017:~~2019:


	In a Continuous Loss Position for Less than 12 Months					In a Continuous Loss Position for 12 Months or More					In a Continuous Loss Position for Less than 12 Months					In a Continuous Loss Position for 12 Months or More
	Estimated Fair Value		Unrealized Losses		Total Number of Positions	Estimated Fair Value		Unrealized Losses		Total Number of Positions	Estimated Fair Value		Unrealized Losses		Total Number of Positions	Estimated Fair Value		Unrealized Losses		Total Number of Positions
	(Dollars in millions)										(Dollars in millions)
Corporate debt securities	$	783	$	1	314	$	—	$	—	—	$	—	$	—	—	$	263	$	1	168
GSEs	—		—		—	58		1		20	—		—		—	114		1		67
Municipal securities	97		1		116	—		—		—
	$	880	$	2	430	$	58	$	1	20
Totals											$	—	$	—	—	$	377	$	2	235



	In a Continuous Loss Position for Less than 12 Months					In a Continuous Loss Position for 12 Months or More
	Estimated Fair Value		Unrealized Losses		Total Number of Positions	Estimated Fair Value		Unrealized Losses		Total Number of Positions
	(Dollars in millions)
Corporate debt securities	$	509	$	3	285	$	412	$	5	298
Asset-backed securities	—		—		—	68		1		52
GSEs	—		—		—	127		1		76
Municipal securities	—		—		—	87		1		90
Totals	$	509	$	3	285	$	694	$	8	516

In a Continuous Loss Position
for Less than 12 Months

In a Continuous Loss Position
for 12 Months or More

Estimated
Fair
Value

Unrealized
Losses

Total
Number of
Positions

Estimated
Fair
Value

Unrealized
Losses

Total
Number of
Positions
(Dollars in millions)
Corporate debt securities $ 542
$ 2
378
$ —
$ —
—
GSEs 198
1
73
—
—
—
Municipal securities 101
1
129
—
—
—
$ 841
$ 4
580
$ —
$ —
—

Held-to-Maturity Investments

Pursuant to the regulations governing our Health Plans segment subsidiaries, we maintain statutory deposits and deposits required by government authorities primarily in certificates of deposit and U.S. ~~treasury~~Treasury securities. We also maintain restricted investments as protection against the insolvency of certain capitated providers. The use of these funds is limited as required by ~~regulation~~regulations in the various states in which we operate, or as needed in the event of insolvency of capitated providers. Therefore, such investments are reported as non-current “Restricted investments” in the accompanying consolidated balance sheets. We have the ability to hold these restricted investments until maturity, and as a result, we would not expect the value of these investments to decline significantly due to a sudden change in market interest rates.

The contractual maturities of our held-to-maturity restricted investments ~~which~~ are carried at amortized cost, which approximates fair value, as of ~~September~~June 30, ~~2017~~2019, are summarized below:


	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(In millions)				(In millions)
Due in one year or less	$	100	$	100	$	92	$	92
Due after one year through five years	17		17		6		6
	$	117	$	117
Totals					$	98	$	98

6.Medical Claims and Benefits Payable

The following table provides the details of our medical claims and benefits payable ~~(including amounts payable for the provision of long-term services and supports, or LTSS)~~ as of the dates ~~indicated:~~

indicated.



	June 30, 2019		December 31, 2018
	(In millions)
Fee-for-service claims incurred but not paid (“IBNP”)	$	1,346	$	1,562
Pharmacy payable	117		115
Capitation payable	63		52
Other	241		232
	$	1,767	$	1,961

September 30,
2017 December 31,
2016
(In millions)
Fee-for-service claims incurred but not paid (IBNP) $ 1,681
$ 1,352
Pharmacy payable 125
112
Capitation payable 57
37
Other 615
428
$ 2,478
$ 1,929

“Other” medical claims and benefits payable ~~include~~includes amounts payable to certain providers for which we act as an intermediary on behalf of various government agencies without assuming financial risk. Such receipts and payments do not impact our consolidated statements of ~~operations.~~income. Non-risk provider payables amounted to ~~$403~~$112 million and ~~$225~~$107 million as of ~~September~~June 30, ~~2017~~2019, and December 31, ~~2016,~~2018, respectively.

~~Reinsurance recoverables of $16 million and $72 million as of September 30, 2017 and 2016, respectively, are included in “Receivables” in the accompanying consolidated balance sheets.~~

The following table presents the components of the change in our medical claims and benefits payable for the periods indicated. The amounts presented for “Components of medical care costs related to: Prior periods” represent the amounts by which our original estimate of medical claims and benefits payable at the beginning of the period were ~~less (more)~~more than the actual amount of the liability, based on information (principally the payment of claims) developed since that liability was first reported.



	Six Months Ended June 30,
	2019			2018
	(In millions)
Medical claims and benefits payable, beginning balance	$	1,961		$	2,192
Components of medical care costs related to:
Current period	7,069			7,870
Prior periods ⁽¹⁾	(232		)	(298		)
Total medical care costs	6,837			7,572
Change in non-risk and other provider payables	4			56
Payments for medical care costs related to:
Current period	5,585			6,248
Prior periods	1,450			1,652
Total paid	7,035			7,900
Medical claims and benefits payable, ending balance	$	1,767		$	1,920

Nine Months Ended September 30,
2017 2016
(Dollars in millions)
Medical claims and benefits payable, beginning balance $ 1,929
$ 1,685
Components of medical care costs related to:
Current period 12,813
11,120
Prior periods 9
(190 )
Total medical care costs 12,822
10,930

Change in non-risk provider payables 172
70

Payments for medical care costs related to:
Current period 10,944
9,536
Prior periods 1,501
1,278
Total paid 12,445
10,814
Medical claims and benefits payable, ending balance $ 2,478
$ 1,871
Benefit from prior period as a percentage of:
Balance at beginning of period (0.5 )% 11.3 %
Premium revenue, trailing twelve months — % 1.2 %
Medical care costs, trailing twelve months (0.1 )% 1.3 %
_______________________


(1)	The June 30, 2018, amount includes the 2018 benefit of the 2017 Marketplace CSR reimbursement of $76 million.

~~Assuming that our initial estimate~~Our estimates of ~~IBNP is accurate, we believe that amounts ultimately paid would generally be between 8%~~medical claims and ~~10% less than the IBNP liability~~benefits payable recorded at December 31, 2018, and 2017 developed favorably by approximately $232 million and $298 million as of June 30, 2019, and 2018, respectively.

The favorable prior year development recognized in the end of the period as a result of the inclusion in that liability of the provision for adverse claims deviation and the accrued cost of settling those claims. Because the amount of our initial liability is merely an estimate (and therefore not perfectly accurate), we will always experience variability in that estimate as new information becomes available with the passage of time. Therefore, there can be no assurance that amounts ultimately paid out will fall within the range of 8%six months ended June 30, 2019, was primarily due to ~~10%~~ lower than expected utilization of medical services by our Medicaid members, and improved operating performance. Consequently, the ~~liability that~~ultimate costs recognized in 2019, as claims payments were processed, was ~~initially recorded. Furthermore, because our initial estimate of IBNP is derived from many factors, some of which are qualitative in nature rather~~lower than ~~quantitative, we are seldom able to assign specific values to the reasons for a change in estimate—we only know when the circumstances for any one or more factors are out of the ordinary.~~

~~The differences between~~ our original estimates ~~and the amounts ultimately paid out (or now expected to be ultimately paid out) for the most part related to IBNP. While many related factors working~~ in ~~conjunction with one another serve to determine the accuracy of our estimates, we are seldom able to quantify the impact that any single~~2018.

~~factor has on a change in estimate. In addition, given~~7. Debt

As of June 30, 2019, contractual maturities of debt were as follows. All amounts represent the ~~variability inherent in~~principal amounts of the reserving process, we will only be able to identify specific factors if they represent a significant departure from expectations. As a result, we do not expect to be able to fully quantify the impact of individual factors on changes in estimates.debt instruments outstanding.

Prior period development of our estimate as of December 31, 2016, through September 30, 2017, was unfavorable by $9 million, which is substantially less than the favorable prior period development of $190 million we recognized for the same period in the prior year. Further, the unfavorable development through September 30, 2017, was less than the 8% to 10% favorable development we typically expect.



	Total		2020		2021		2022		2023		2024		Thereafter
	(In millions)
5.375% Notes	$	700	$	—	$	—	$	700	$	—	$	—	$	—
4.875% Notes	330		—		—		—		—		—		330
Term Loan Facility	220		6		16		22		22		154		—
1.125% Convertible Notes	67		67		—		—		—		—		—
Totals	$	1,317	$	73	$	16	$	722	$	22	$	154	$	330

~~We believe that the most significant uncertainties surrounding our IBNP estimates at September 30, 2017 are as follows:~~

At our Florida health plan, the inventory of unpaid claims increased significantly during the first two quarters of 2017, and then dropped in the third quarter. For this reason, the timing between the dates of service and the dates claims are paid will be impacted, making our liability estimates subject to more than the usual amount of uncertainty.

At our Illinois health plan, in 2017 we paid a large number of claims that had previously been denied and were subsequently disputed by providers. We have also established a liability for additional expected claims resulting from provider disputes. This has created some distortion in the claims payment patterns, making our liability estimates subject to more than the usual amount of uncertainty.

At our California health plan, we adjusted our inpatient authorization process. As a result, due to the expected increase in authorized inpatient stays, our liability estimates are subject to more than the usual amount of uncertainty.

At our Illinois and New York health plans, we implemented a new process for increased quality review of claims payments. While we do not anticipate this new process will impact the percentage of claims paid within the timely turnaround requirements, we believe it will have a minor impact on the timing of some paid claims. For this reason, our liability estimates in these two health plans are subject to more than the usual amount of uncertainty.

At our Puerto Rico health plan, Hurricane Maria had a significant impact on both utilization of services and our ability to process claims payments in Puerto Rico. For these reasons, we believe our liability estimates are subject to more than the usual amount of uncertainty.

~~7. Debt~~

~~Substantially all~~All of our debt is held at the parent, which is reported, for segment purposes, in the Other segment. The following table summarizes our outstanding debt obligations and their classification in the accompanying consolidated balance ~~sheets (in millions):~~sheets:



	June 30, 2019			December 31, 2018
	(In millions)
Current portion of long-term debt:
1.125% Convertible Notes, net of unamortized discount	$	65		$	241
Lease financing obligations	—			1
Debt issuance costs	—			(1		)
	$	65		$	241
Non-current portion of long-term debt:
5.375% Notes	$	700		$	700
4.875% Notes	330			330
Term Loan Facility	220			—
Debt issuance costs	(9		)	(10		)
Totals	$	1,241		$	1,020

September 30,
2017 December 31,
2016
Current portion of long-term debt:
1.125% Convertible Notes, net of unamortized discount $ 494
$ 477
1.625% Convertible Notes, net of unamortized premium and discount 293
—
Lease financing obligations 1
1
Debt issuance costs (6 ) (6 )
782
472
Non-current portion of long-term debt:
5.375% Notes 700
700
4.875% Notes 330
—
Credit Facility 300
—
1.625% Convertible Notes, net of unamortized premium and discount —
286
Debt issuance costs (13 ) (11 )
1,317
975
Lease financing obligations 198
198
$ 2,297
$ 1,645

~~4.875% Notes due 2025~~

~~On June 6, 2017, we completed the private offering of $330 million aggregate principal amount of~~Interest cost recognized relating to our convertible senior notes ~~(4.875% Notes) due June 15, 2025, unless earlier redeemed. Interest on~~for the 4.875% Notes is payable semiannually in arrears on June 15 and December 15. According to their terms, the guarantees under the 4.875% Notes mirror those of the Credit Facility, defined and described below. See Note 16, “Supplemental Condensed Consolidating Financial Information,” for more information on the guarantors. The 4.875% Notes contain customary non-financial covenants and change of control provisions.

The 4.875% Notes contain a limitation on the use of proceeds which required us to deposit the net proceeds from their issuance into a segregated deposit account, a current asset reported as “Restricted investments” in our consolidated balance sheets. These funds may be used by usperiods presented was as follows:

~~On or prior to August 20, 2018, to:~~



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(In millions)
Contractual interest at coupon rate	$	—	$	2	$	1	$	4
Amortization of the discount	1		6		4		13
Totals	$	1	$	8	$	5	$	17


◦	Redeem, repurchase, repay, tender for, or acquire for value all or any portion of our 1.625% Convertible Notes, defined and discussed further below, or to satisfy the cash portion of any consideration due upon any conversion of the 1.625% Convertible Notes; and/or


◦	~~Pay any interest due on all or any portion of the 4.875% Notes.~~

~~On or after August 20, 2018, to repurchase all or any portion of the 1.625% Convertible Notes that we are obligated to repurchase; and~~

Subsequent to August 20, 2018 (or such earlier date in the event that there are no longer any 1.625% Convertible Notes outstanding), in any other manner not otherwise prohibited in the indenture governing the 4.875% Notes.

~~5.375% Notes due 2022~~Credit Agreement

We ~~have outstanding $700 million aggregate principal amount of senior notes (5.375% Notes) due November 15, 2022, unless earlier redeemed. According~~are party to ~~their terms, the guarantees under the 5.375% Notes mirror those of the~~a Credit ~~Facility, defined~~Agreement, which provides for an unsecured delayed draw term loan facility (the “Term Loan Facility”), and ~~described below. See Note 16, “Supplemental Condensed Consolidating Financial Information,” for more information on the guarantors.~~

~~Credit Facility~~

~~In January 2017, weentered into~~ an ~~amended~~ unsecured $500 million revolving credit facility ~~(Credit Facility), referred~~(the “Credit Facility”). Borrowings under our Credit Agreement bear interest based, at our election, on a base rate or other defined rate, plus in each case the applicable margin. In addition to ~~as the First Amendment. The Credit Facility has a term of five years and all amounts outstanding will be due and~~interest payable on ~~January 31, 2022. As~~the principal amount of ~~September 30, 2017, $300 million was~~indebtedness outstanding from time to time under the Credit ~~Facility, and~~Agreement, we ~~were in compliance with all financial and non-financial covenants under the Credit Facility. Also as of September 30, 2017, outstanding letters of credit amounting~~are required to ~~$6 million reduced our remaining borrowing capacity under the Credit Facility to $194 million.~~

In addition to increasing amounts available to borrow under the Credit Facility and extending its term, the First Amendment provided that all guarantors immediately prior to January 3, 2017, other than Molina Information Systems, LLC, d/b/pay a Molina Medicaid Solutions, Molina Pathways, LLC, and Pathways Health and Community Support LLC, were automatically and unconditionally released from their obligations as guarantors of the Credit Facility and the 5.375% Notes.quarterly commitment fee.

The Credit ~~Facility~~Agreement contains customary non-financial and financial covenants, including a net leverage ratio and an interest coverage ratio. As of June 30, 2019, we were in compliance with all financial and non-financial covenants under the Credit Agreement and other long-term debt. Effective as of the date of the Sixth Amendment to the Credit Agreement described below, there are no guarantors as parties to the Credit Agreement.

Term Loan Facility. In ~~February 2017,~~January 2019, we entered into a ~~second amendment~~Sixth Amendment to the Credit Agreement that provided for a delayed draw Term Loan Facility ~~(the Second Amendment)~~in the aggregate principal amount of $600 million, under which ~~modified~~we may request up to ten advances, each in a minimum principal amount of $50 million, until July 31, 2020. The Term Loan Facility

will amortize in quarterly installments, commencing on September 30, 2020, equal to the ~~Credit Facility’s definition~~principal amount of the ~~earnings measure used~~Term Loan Facility outstanding multiplied by rates ranging from 1.25% to 2.50% (depending on the applicable fiscal quarter) for each fiscal quarter. The Term Loan Facility expires on January 31, 2024; any remaining outstanding balance under the Term Loan Facility will be due and payable on that date. As of June 30, 2019, $220 million was outstanding under the Term Loan Facility, including a $120 million draw-down in the ~~financial covenant computations to a) allow us to receive credit for risk corridor payments owed to, but not received or accrued by us during 2016; and b) account for the difference between the amount~~second quarter of ~~actual risk transfer payments made or accrued by us during 2016, and the amount of risk transfer payments that would have been due~~2019. Each advance under the ~~federal government’s proposed 2018 risk adjustment payment transfer formula.~~Term Loan Facility results in a permanent reduction to its borrowing capacity; therefore, our borrowing capacity under the Term Loan Facility as of June 30, 2019, was $380 million.

~~In May 2017, we entered into a third amendment to~~Credit Facility. The Credit Facility expires on January 31, 2022; therefore, any amounts outstanding under the Credit Facility ~~(the Third Amendment) which modified the Credit Facility’s definition~~will be due and payable on that date. As of specified cash, to permit cash that is either subject to customary escrow arrangements or held in a segregated account to be netted from the Credit Facility’s consolidated net leverage ratio if the use of the cash is limited to the repayment of other indebtedness. The Third Amendment also adds a carve-out to the Credit Facility’s negative pledge covenant to allow for the escrow arrangements and segregated accounts.

~~In August 2017, we entered into a fourth amendment to~~June 30, 2019, no amounts were outstanding under the Credit Facility, ~~(the Fourth Amendment). The Fourth Amendment modified~~and outstanding letters of credit amounting to $2 million reduced our borrowing capacity under the ~~definition of consolidated adjusted EBITDA~~Credit Facility to permit the add-back of certain restructuring charges and cost savings subject to certain limitations, and modified the definition of the consolidated interest coverage ratio to include, when calculating such ratio, consolidated interest expense “paid in cash” only.$498 million.

~~Convertible Senior~~5.375% Notes due 2022

We ~~have outstanding $550~~had $700 million aggregate principal amount of senior notes (the “5.375% Notes”) outstanding as of June 30, 2019, which are due November 15, 2022, unless earlier redeemed. Interest, at a rate of 5.375% per annum, is payable semiannually in arrears on May 15 and November 15. The 5.375% Notes contain customary non-financial covenants and change in control provisions.

4.875% Notes due 2025

We had $330 million aggregate principal amount of senior notes (the “4.875% Notes”) outstanding as of June 30, 2019, which are due June 15, 2025, unless earlier redeemed. Interest, at a rate of 4.875% per annum, is payable semiannually in arrears on June 15 and December 15. The 4.875% Notes contain customary non-financial covenants and change of control provisions.

1.125% Cash Convertible Senior Notes due 2020

In the first half of 2019, we entered into privately negotiated note purchase agreements with certain holders of our outstanding 1.125% cash convertible senior notes due January 15, 2020 ~~(1.125%~~(the “1.125% Convertible ~~Notes)~~Notes”).

In the second quarter of 2019, we repaid $139 million aggregate principal amount, or $134 million aggregate carrying amount, of the 1.125% Convertible Notes. In addition, we paid $358 million to settle the 1.125% Convertible Notes’ embedded cash conversion option feature at fair value (which is a derivative liability we refer to as the “1.125% Conversion Option”).

In the first quarter of 2019, we repaid $46 million aggregate principal amount, or $44 million aggregate carrying amount, of the 1.125% Convertible Notes. In addition, we paid $115 million to settle the 1.125% Convertible Notes’ embedded cash conversion option feature at fair value.

In the three and six months ended June 30, 2019, we recorded gains on debt extinguishment of $14 million and $17 million, respectively, for the 1.125% Convertible Notes repayments (net of accelerated original issuance discount amortization), ~~unless earlier repurchased or converted. We~~primarily relating to a favorable mark to market valuations on the partial terminations of the Call Spread Overlay executed in connection with the related debt repayments. These gains are reported in “Other (income) expenses, net” in the accompanying consolidated statements of income. No common shares were issued in connection with the transaction.

In connection with the 1.125% Convertible Notes purchases, we also ~~have outstanding $302~~entered into privately negotiated agreements in the first and second quarters of 2019, to partially terminate the Call Spread Overlay, defined and further discussed in Note 8, “Derivatives,” and Note 9, “Stockholders' Equity.” The net cash proceeds from the Call Spread Overlay partial termination transactions partially offset the cash paid to settle the 1.125% Convertible Notes.

Following the transactions described above, $67 million aggregate principal amount of ~~1.625% convertible senior notes due August 14, 2044 (1.625%~~the 1.125% Convertible ~~Notes), unless earlier repurchased, redeemed, or converted.~~Notes were outstanding at June 30, 2019. Interest at a rate of 1.125% per annum is payable semiannually in arrears on January 15 and July 15. The 1.125% Convertible Notes are convertible ~~entirely~~only into cash, and ~~the 1.625% Convertible Notes are convertible partially~~not into ~~cash, each prior to their respective maturity dates under certain circumstances, one of which relates to the closing price~~shares of our common stock ~~over~~or any other securities. The initial conversion rate is 24.5277 shares of our common stock per $1,000 principal amount, or approximately $40.77 per share of our common stock. Upon conversion, in lieu of receiving shares of our common stock, a ~~specified period.~~holder will receive an amount in cash, per $1,000 principal amount, equal to the settlement amount, determined in the manner set forth in the indenture. We ~~refer to this conversion trigger as the stock price trigger.~~

~~The stock price trigger for~~may not redeem the 1.125% Convertible Notes ~~is $53.00 per share.~~prior to the maturity date. The 1.125% Convertible Notes ~~met this trigger in the quarter ended September 30, 2017;~~mature on January 15, 2020; therefore, they ~~are convertible into cash and~~ are reported in current portion of long-term debt.

Concurrent with the issuance of the 1.125% Convertible Notes in 2013, the 1.125% Conversion Option was separated from the 1.125% Convertible Notes and accounted for separately as a derivative liability, with changes in

fair value reported in our consolidated statements of income until the 1.125% Conversion Option fully settles or expires. This initial liability simultaneously reduced the carrying value of the 1.125% Convertible Notes’ principal amount (effectively an original issuance discount), which is amortized to the principal amount through the recognition of non-cash interest expense over the expected life of the debt. The effective interest rate of 6% approximates the interest rate we would have incurred had we issued nonconvertible debt with otherwise similar terms. As of June 30, 2019, the 1.125% Convertible Notes had a remaining amortization period of less than one year, and their ‘if-converted’ value exceeded their principal amount by approximately $157 million and $581 million as of ~~September~~June 30, ~~2017.~~

The stock price trigger for the 1.625% Convertible Notes is $75.51 per share. The 1.625% Convertible Notes did not meet this stock price trigger in the quarter ended September 30, 2017. However, on contractually specified dates beginning in2019 and December 31, 2018, holders of the 1.625% Convertible Notes may require us to repurchase some or all of such notes. In addition, beginning May 15, 2018 until August 19, 2018, holders may convert some or all of the 1.625% Convertible Notes. Because of these put and conversion features, the 1.625% Convertible Notes are reported in current portion of long-term debt as of September 30, 2017. As noted above, because the proceeds from the 4.875% Notes are initially restricted to payments upon conversion or redemption of the 1.625% Convertible Notes, such restricted investments are also classified as current in the accompanying consolidated balance sheets.respectively.

Cross-Default Provisions

The ~~terms of our~~indentures governing the 4.875% Notes, the 5.375% Notes and ~~each of~~ the 1.125% ~~and 1.625%~~ Convertible Notes contain cross-default provisions ~~with the Credit Facility~~ that are triggered upon ~~an event~~default by us or any of ~~default under~~our subsidiaries on any indebtedness in excess of the ~~Credit Facility, and when borrowings under the Credit Facility equal or exceed certain amounts as defined~~amount specified in the ~~related indentures.~~applicable indenture.

~~Debt Commitment Letter~~

In connection with the terminated Medicare Acquisition, we entered into a debt commitment letter with Barclays Bank PLC (Barclays) in August 2016. Under this debt commitment letter, Barclays agreed to lend us up to $400 million, subject to satisfaction of certain conditions, including consummation of the terminated Medicare Acquisition. The debt commitment letter automatically terminated in February 2017 as a result of the termination of this transaction. The costs associated with the debt commitment letter and its termination were reimbursed as described in Note 1, “Basis of Presentation–~~Health Plans Segment Recent Developments~~.”

8. Derivatives

The following table summarizes the fair values and the presentation of our derivative financial instruments (defined and discussed individually below) in the accompanying consolidated balance sheets:



	Balance Sheet Location	June 30, 2019		December 31, 2018
		(In millions)
Derivative asset:
1.125% Call Option	Current assets: Derivative asset	$	169	$	476
Derivative liability:
1.125% Conversion Option	Current liabilities: Derivative liability	$	169	$	476

Balance Sheet Location September 30,
2017 December 31,
2016
(In millions)
Derivative asset:
1.125% Call Option Current assets: Derivative asset $ 425
$ 267
Derivative liability:
1.125% Conversion Option Current liabilities: Derivative liability $ 425
$ 267

Our derivative financial instruments do not qualify for hedge treatment; therefore, the change in fair value of these instruments is recognized immediately in our consolidated statements of ~~operations,~~income, and reported in “Other ~~income,~~(income) expenses, net.” Gains and losses for our derivative financial instruments are presented individually in the accompanying consolidated statements of cash flows, “Supplemental cash flow information.”

1.125% Convertible Notes Call Spread ~~Overlay.~~Overlay

Concurrent with the issuance of the 1.125% Convertible Notes in 2013, we entered into privately negotiated hedge transactions (collectively, the 1.125% Call Option) and warrant transactions (collectively, the 1.125% Warrants), with certain of the initial purchasers of the 1.125% Convertible Notes (the Counterparties). We refer to these transactions collectively as the Call Spread Overlay. Under the Call Spread Overlay, the cost of the 1.125% Call Option we purchased to cover the cash outlay upon conversion of the 1.125% Convertible Notes was reduced by proceeds from the sale of the 1.125% Warrants. Assuming full performance by the Counterparties (and 1.125% Warrants strike prices in excess of the conversion price of the 1.125% Convertible Notes), these transactions are intended to offset cash payments in excess of the principal amount of the 1.125% Convertible Notes due upon any conversion of such notes.

In the first and second quarters of 2019, in connection with the 1.125% Convertible Notes purchases (described in Note 7, “Debt”), we entered into privately negotiated termination agreements with each of the Counterparties to partially terminate the Call Spread Overlay, in notional amounts corresponding to the aggregate principal amount of the 1.125% Convertible Notes purchased. In the second quarter of 2019, this resulted in our receipt of $358 million for the settlement of the 1.125% Call ~~Option.~~Option (which is a derivative asset), and the payment of $321 million for the partial termination of the 1.125% Warrants, for an aggregate net cash receipt of $37 million from the Counterparties.

In the first quarter of 2019, this resulted in our receipt of $115 million for the settlement of the 1.125% Call Option, and the payment of $103 million for the partial termination of the 1.125% Warrants, for an aggregate net cash receipt of $12 million from the Counterparties.

1.125% Call Option

The 1.125% Call Option, which is indexed to our common stock, is a derivative asset that requires mark-to-market accounting treatment due to cash settlement features until the 1.125% Call Option settles or expires. For further

discussion of the inputs used to determine the fair value of the 1.125% Call Option, refer to Note 4, ~~“Fair~~“Fair Value ~~Measurements.~~Measurements.”

1.125% Conversion ~~Option.~~ Option

The embedded cash conversion option within the 1.125% Convertible Notes is accounted for separately as a derivative liability, with changes in fair value reported in our consolidated statements of ~~operations~~income until the cash conversion option settles or expires. For further discussion of the inputs used to determine the fair value of the 1.125% Conversion Option, refer to Note 4, ~~“Fair~~“Fair Value ~~Measurements.~~Measurements.”

As of ~~September~~June 30, ~~2017,~~2019, the 1.125% Call Option and the 1.125% Conversion Option were classified as a current asset and current liability, respectively, because the 1.125% Convertible Notes ~~may be converted within twelve months of September 30, 2017,~~mature on January 15, 2020, as described in Note 7, ~~“Debt.~~“Debt.”

9. Stockholders' Equity

~~Stockholders’ equity decreased~~ ~~$220 million~~ ~~during the nine months ended September 30, 2017 compared with stockholders’ equity at December 31, 2016. The decrease was due primarily to the net loss of~~ ~~$250 million, partially offset by $29 million related to employee stock transactions in the nine months ended September 30, 2017.~~

1.125% Warrants

In connection with the Call Spread Overlay transaction described in Note 8, ~~“Derivatives,~~“Derivatives,” in 2013, we issued ~~13,490,236~~13.5 million warrants with a strike price of $53.8475 per share. Under certain circumstances, beginning in April 2020, ~~when~~if the price of our common stock exceeds the strike price of the 1.125% Warrants, we will be obligated to issue shares of our common stock subject to a share delivery cap. The 1.125% Warrants could separately have a dilutive effect to the extent that the market value per share of our common stock exceeds the applicable strike price of the 1.125% Warrants. Refer to Note 3, ~~“Net (Loss)~~“Net Income per Share,” for dilution information for the periods presented. We will not receive any additional proceeds if the 1.125% Warrants are exercised. Following the transactions described below, 1.7 million of the 1.125% Warrants remain outstanding.

~~Stock Incentive Plans~~As described in Note 8, “Derivatives,” in the first half of 2019, we entered into privately negotiated termination agreements with each of the Counterparties to partially terminate the Call Spread Overlay, in notional amounts corresponding to the aggregate principal amount of the 1.125% Convertible Notes purchased.

In the second quarter of 2019, we paid $321 million to the Counterparties for the termination of 3.4 million of the 1.125% Warrants outstanding, which resulted in a reduction of additional paid-in-capital for the same amount.

In the first quarter of 2019, we paid $103 million to the Counterparties for the termination of 1.1 million of the 1.125% Warrants outstanding, which resulted in a reduction of additional paid-in-capital for the same amount.

Share-Based Compensation

In connection with our ~~equity incentive plans and~~ employee stock ~~purchase plan,~~plans, approximately ~~702,000~~180,000 shares of common stock vested or were purchased, net of shares used to settle employees’ income tax obligations, during the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2019.

~~Except as noted below, we record share-based~~Share-based compensation asis recorded to “General and administrative expenses” in the accompanying consolidated statements of ~~operations. Restricted stock awards (RSAs), performance stock awards (PSAs)~~income. Total share-based compensation expense amounted to $10 million and ~~performance stock units (PSUs) activity for~~$7 million, respectively, in the ~~nine~~three months ended ~~September~~June 30, ~~2017 is summarized below:~~

Restricted Stock Awards Performance Stock Awards Performance Stock Units Total
Weighted
Average
Grant Date
Fair Value
Unvested balance, December 31, 2016 577,244
345,656
—
922,900
$ 58.15
Granted 386,273
—
231,100
617,373
57.16
Vested (391,680 ) (260,894 ) (139,272 ) (791,846 ) 57.78
Forfeited (69,346 ) —
—
(69,346 ) 54.37
Unvested balance, September 30, 2017 502,491
84,762
91,828
679,081
57.61

~~The total fair value of RSAs granted during the nine months ended September 30, 2017~~2019 and ~~2016 was~~2018. Total share-based compensation expense amounted to $19 million and ~~$18~~$13 million, ~~respectively. The total fair value of RSAs which vested during~~respectively, in the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016 was $21 million~~2018.

Equity Incentive Plan

In the second quarter of 2019, stockholders approved the Molina Healthcare, Inc. 2019 Equity Incentive Plan (the “2019 EIP”). The 2019 EIP provides for awards, in the form of restricted stock awards, performance units, stock options, and ~~$22 million, respectively.~~

~~No PSAs were~~other stock– or cash–based awards, to eligible persons who perform services for us. The 2019 EIP will continue in effect until its termination by the board of directors; provided, however, that all awards will be granted during the nine months ended September 30, 2017. The total fair value of PSAs granted during the nine months ended September 30, 2016 was $15 million. The total fair value of PSAs which vested during the nine months ended September 30, 2017 was $15 million. No PSAs vested during the nine months ended September 30, 2016.

The total fair value of PSUs granted during the nine months ended September 30, 2017 was $16 million. The total fair value of PSUs which vested during the nine months ended September 30, 2017 was $9 million. There were no ~~PSUs granted or vested in 2016.~~

~~During the nine months ended September 30, 2017, the vesting of 133,957 RSAs, 153,574 PSAs and 139,272 PSUs was accelerated in connection~~later than May 8, 2029. Concurrent with the ~~termination~~adoption of the 2019 EIP, the Molina Healthcare, Inc. 2011 Equity Incentive Plan was amended, restated and merged into the 2019 EIP. A maximum of 2.9 million shares of our ~~former Chief Executive Officer (CEO) and former Chief Financial Officer (CFO) in May 2017. Share-based compensation expense of $38 million was recorded during~~common stock may be issued under the nine months ended September 30, 2017, of which $23 million was recorded to “Restructuring and separation costs” in the accompanying consolidated statements of operations. See Note 11, “Restructuring and Separation Costs” for further discussion. We recorded share-based compensation expense of $24 million in the nine months ended September 30, 2016.2019 EIP.

As of ~~September~~June 30, ~~2017,~~2019, there was ~~$27~~$62 million of total unrecognized compensation expense related to unvested ~~RSAs, PSAs,~~restricted stock awards (“RSAs”), and ~~PSUs,~~performance stock units (“PSUs”), which we expect to recognize over a remaining weighted-average ~~period~~periods of ~~2.2~~2.7 years and ~~1.9~~2.1 years, respectively. This unrecognized compensation cost assumes an estimated forfeiture rate of ~~4.5%~~15.2% for non-executive employees as of ~~September~~June 30, ~~2017.~~2019.

~~10. Impairment Losses~~

~~Goodwill represents the excess~~Also as of ~~the purchase price~~June 30, 2019, there was $7 million of total unrecognized compensation expense related to unvested stock options, which we expect to recognize over ~~the fair value~~a weighted-average period of ~~net assets acquired in business combinations. Goodwill is not amortized, but is subject to an annual impairment test.We are required to test at least annually for impairment,~~1.3 years. No stock options were granted or more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. When testing goodwill for impairment, we may first assess qualitative factors, such as industry and market factors, cost factors, and changes in overall performance, to determine if it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. If our qualitative assessment indicates that goodwill impairment is more likely than not, we perform additional quantitative analysis. We may also elect to skip the qualitative testing and proceed directly to the quantitative testing.

An impairment loss is measured as the excess of the carrying amount of the reporting unit, including goodwill, over the fair value of the reporting unit. We estimate the fair values of our reporting units using discounted cash flows. We apply our weighted average cost of capital (WACC) as the best estimate to discount future estimated cash flows to present value. The WACC is based on externally available data considering market participants’ cost of equity and debt, and capital structure. In addition, we apply a terminal growth rate that corresponds to the reporting unit’s long-term growth prospects.

In the discounted cash flow analyses, we must make assumptions about a wide variety of internal and external factors, and consider the price that would be received to sell the reporting unit as a whole in an orderly transaction between market participants at the measurement date. Significant assumptions include financial projections of free cash flow (including significant assumptions about operations, capital requirements and income taxes), long-term growth rates for determining terminal value beyond the discretely forecasted periods, and discount rates.

~~Molina Medicaid Solutions Segment~~

~~As described in Note 11, “Restructuring and Separation Costs,”~~exercised in the third quarter of 2017 we wrote off certain costs capitalized at our Molina Medicaid Solutions segment that supported our Health Plans segment provider information management processes to be re-designed. Although the intercompany revenues recorded by Molina Medicaid Solutions under this arrangement were insignificant on a consolidated basis, the termination of such revenue resulted in a triggering event for an interim goodwill impairment analysis of this segment in the third quarter of 2017. In the Molina Medicaid Solutions’ discounted cash flow model, we incorporated significant estimates and assumptions related to future periods, such as intercompany business support opportunities and prospects for new Medicaid management information systems contracts. Because management has determined that Molina Medicaid Solutions will provide fewer future benefits for its support of the Health Plans segment, the test resulted in a fair value less than Molina Medicaid Solutions’ carrying amount; therefore, we recorded a goodwill impairment loss for the difference, or $28 million, in the third quarter of 2017.

~~Other Segment~~

In the course of developing the Restructuring Plan in the second quarter of 2017, we determined that future benefits to be derived from our Pathways subsidiary, including the integration of its operations with our Health Plans segment, would be less than previously anticipated. In addition, poorer than expected year-to-date operating results, as well as lower projections of operating results for periods in the near term at our Pathways subsidiary, led us to conclude that a triggering event for an interim impairment analysis had occurred in the second quarter of 2017.

In the third quarter of 2017, management determined that Pathways will not provide future benefits relating to the integration of its operations with the Health Plans segment to the extent previously expected. Therefore, we conducted an additional interim impairment analysis.

~~Intangible assets.~~ In the second quarter of 2017, we evaluated Pathways’ finite-lived intangible assets (customer relationships and contract licenses) for impairment, using undiscounted cash flows expected over the longest remaining useful life of the assets tested. Because the undiscounted cash flows over the remaining useful life were less than Pathways’ carrying amount, the intangible assets were impaired. We recorded an impairment loss for the carrying amount of the intangible assets, or $11 million, in the second quarter of 2017.

~~Goodwill.~~ As noted above, we estimated Pathways’ fair value using discounted cash flows, incorporating significant estimates and assumptions related to future periods. Such estimates included anticipated client census which drives service revenue; the likelihood of future benefits to be derived from Pathways (including integration with our health plans); current prospects relating to the behavioral services labor market which drives cost of service revenue; and anticipated capital expenditures. The tests in each of the threesix months ended June 30, ~~2017,~~2019.

Activity for RSAs, performance stock awards (“PSAs”) and ~~September 30, 2017, resulted in a~~PSUs is summarized below:



	RSAs		PSAs		PSUs		Total		Weighted Average Grant Date Fair Value
Unvested balance, December 31, 2018	399,795		3,132		201,383		604,310		$	71.50
Granted	218,245		—		138,994		357,239		137.42
Vested	(129,526	)	(3,132	)	(10,528	)	(143,186	)	70.57
Forfeited	(29,597	)	—		(5,010	)	(34,607	)	83.05
Unvested balance, June 30, 2019	458,917		—		324,839		783,756		$	101.20

The aggregate fair ~~value less than Pathways’ carrying amount; therefore, we recorded an~~

~~impairment loss for the difference. The Pathways goodwill impairment losses amounted to $101 million~~values of RSAs, PSUs and PSAs granted and vested are presented in the ~~third quarter~~following table:



	Six Months Ended June 30,
	2019		2018
	(In millions)
Granted:
RSAs	$	30	$	25
PSUs	19		16
Total granted	$	49	$	41
Vested:
RSAs	$	18	$	14
PSUs	2		—
PSAs	—		3
Total vested	$	20	$	17

Employee Stock Purchase Plan

In May 2019, stockholders approved the 2019 Employee Stock Purchase Plan (the “2019 ESPP”), which superseded the 2011 ESPP. A maximum of ~~2017, and $59~~3.0 million inshares of our common stock may be issued under the ~~second quarter~~2019 ESPP, the terms of ~~2017. In the second quarter of 2017, we also recorded a goodwill impairment loss of $2 million for a separate subsidiary in the Other segment that did not pass its impairment test.~~

~~There were no impairments of intangible assets or goodwill during 2016.~~

~~The goodwill impairment losses~~which are ~~recorded~~substantially similar to the ~~segments as indicated in following table, and~~Molina Healthcare, Inc. Employee Stock Purchase Plan (the “2011 ESPP”). The 2019 ESPP will continue until the earliest of: termination of the 2019 ESPP by the board of directors (which may occur at any time); issuance of all of the shares reserved for issuance under the 2019 ESPP; or May 9, 2029.

10. Restructuring Costs

Restructuring costs are reported ~~as “Impairment losses”~~by the same name in the accompanying consolidated statements of ~~operations.~~income.

IT Restructuring Plan

Health Plans Molina Medicaid Solutions Other Total
(In millions)
Historical goodwill $ 445
$ 71
$ 162
$ 678
Accumulated impairment losses at December 31, 2016 (58 ) —
—
(58 )
Balance, December 31, 2016 387
71
162
620
Impairment losses, three months ended June 30, 2017 —
—
(61 ) (61 )
Impairment losses, three months ended September 30, 2017 —
(28 ) (101 ) (129 )
Balance, September 30, 2017 $ 387
$ 43
$ —
$ 430
Accumulated impairment losses at September 30, 2017 $ 58
$ 28
$ 162
$ 248
Management is focused on a margin recovery plan that includes identification and implementation of various profit improvement initiatives. To that end, we began a plan to restructure our information technology department (the “IT Restructuring Plan”) in 2018. In early 2019, we entered into services agreements with our outsourcing vendor under which they manage certain of our information technology services.

We expect to complete the IT Restructuring Plan by the end of 2019, incurring cumulative total costs of approximately $15 million in the Other segment. This estimate of cumulative total costs is lower than the $20 million reported in our Annual Report on Form 10-K for the year ended December 31, 2018, because more of our IT employees transitioned to our outsourcing vendor than originally contemplated. Once employed by our outsourcing vendor, such employees are no longer included in the IT Restructuring Plan, which therefore resulted in lower one-time termination costs.

As of December 31, 2018, there was $6 million accrued under the IT Restructuring Plan, primarily for one-time termination benefits that require cash settlement. In the first half of 2019, we incurred $2 million of other

restructuring costs, and paid $5 million to settle one-time termination benefits and $2 million to settle other restructuring costs. As of June 30, 2019, there was $1 million accrued under the IT Restructuring Plan.

~~11.~~As of June 30, 2019, we had incurred cumulative restructuring costs under the IT Restructuring Plan of $11 million, including $7 million of one-time termination benefits and ~~Separation Costs~~$4 million of other restructuring costs (primarily consulting fees).

~~Following a management-initiated, broad operational assessment in early~~ 2017 ~~designed to improve our profitability and expand our core Medicaid business, in June 2017, we accelerated~~Restructuring Plan

As of December 31, 2018, accrued liabilities of $18 million remained for the ~~implementation of a comprehensive~~ restructuring and profitability improvement plan approved by the board of directors in June 2017 (the “2017 Restructuring ~~Plan)~~Plan”). ~~Under~~In the ~~Restructuring Plan,~~first half of 2019, we ~~are taking the following actions:~~


1.	We have streamlined our organizational structure, including the elimination of redundant layers of management, the consolidation of regional support services, and other reductions to our workforce, to improve efficiency as well as the speed and quality of our decision-making.


2.	We are re-designing core operating processes such as provider payment, utilization management, quality monitoring and improvement, and information technology to achieve more effective and cost efficient outcomes.


3.	~~We are remediating high cost provider contracts and building around high quality, cost-effective networks.~~


4.	~~We are restructuring our existing direct delivery operations.~~


5.	~~We are reviewing our vendor base to ensure that we are partnering with the lowest-cost, most-effective vendors.~~


6.	Throughout this process, we are taking precautions to ensure that our actions do not impede our ability to continue to deliver quality health care, retain existing managed care contracts, and to secure new managed care contracts.

~~In addition~~incurred $3 million of restructuring costs for adjustments to previously recorded lease contract termination costs, ~~incurred~~and paid $4 million to settle one-time termination and lease contract termination costs. As of June 30, 2019, accrued liabilities of $17 million remained for lease contract termination costs under the 2017 Restructuring ~~Plan, we~~Plan. We expect to continue to settle these liabilities through 2025, unless the leases are terminated sooner.

11. Segments

We currently have ~~recorded costs associated with the separation of our former CEO and former CFO, described in further detail below.~~

~~Expected Costs~~

We estimate that total pre-tax costs associated with the restructuring plan will be approximately $70 million to $90 million in the fourth quarter of 2017, with an additional $20 million to $40 million to be incurred in 2018. Since the initiation of our Restructuring Plan in the second quarter of 2017, the range of total estimated costs have increased by approximately $50 million due primarily to non-cash write-offs of certain capitalized software in connection with the re-design of core processes. Such write-offs were not included in our initial total cost estimates, but as our evaluation of core operating processes proceeded in the third quarter, we determined that certain projects were inconsistent with our future operating goals and were therefore written off.

In addition, in the second quarter of 2017, we reported that we expected restructuring costs to relate only to the Health Plans and Other segments. In the third quarter of 2017, however, we wrote off certain costs capitalized at our Molina Medicaid Solutions segment that supportedtwo reportable segments: our Health Plans segment ~~provider information management~~

~~processes to be re-designed. In addition, we now expect to incur consulting fees in connection with the review of Molina Medicaid Solutions’ core operating processes.~~

The following table illustrates our estimates of the total costs, by segment and major type of cost, that we expect to incur under the Restructuring Plan, and includes costs incurred through September 30, 2017. We expect the Restructuring Plan to be completed by the end of 2018.



~~Estimated Costs Expected to be Incurred by Reportable Segment~~	~~Health Plans~~	~~Molina Medicaid Solutions~~	~~Other~~	~~Total~~
	~~(In millions)~~
~~Termination benefits~~	~~$30 to $35~~	—	~~$30 to $35~~	~~$60 to $70~~
~~Other restructuring costs~~	~~$40 to $45~~	~~$10~~	~~$110 to $115~~	~~$160 to $170~~
	~~$70 to $80~~	~~$10~~	~~$140 to $150~~	~~$220 to $240~~

~~Costs Incurred~~

~~Restructuring Plan~~

Restructuring costs incurred to date consist primarily of termination benefits, write-offs of capitalized software due to the re-design of our core operating processes, restructuring of our direct delivery operations, and consulting fees.

~~Separation Costs~~

On May 2, 2017, we terminated the employment of our former CEO and CFO without cause. Under their amended and restated employment agreements, they were each entitled to receive 400% of their base salary, a prorated termination bonus (150% of base salary for the former CEO and 125% of base salary for the former CFO), full vesting of equity compensation, and a cash payment for health and welfare benefits. We recorded separation costs of $35 million primarily related to these former executives under FASB ASC Topic 712, ~~Nonretirement and Postemployment Benefits~~. Of this total, $23 million related to the acceleration of their share-based compensation, as further discussed in Note 9, “Stockholders' Equity.” Employee separation costs were insignificant in 2016.

Restructuring and separation costs are reported in “Restructuring and separation costs” in the accompanying consolidated statements of operations. The following tables present the major types of such costs by segment. Long-lived assets include capitalized software, intangible assets and furniture, fixtures and equipment.

Three Months Ended September 30, 2017
Separation Costs - Former Executives One-Time Termination Benefits Other Restructuring Costs Total
Write-offs of Long-lived Assets Consulting Fees Contract Termination Costs
(In millions)
Health Plans $ —
$ 27
$ 6
$ —
$ —
$ 33
Molina Medicaid Solutions —
—
8
—
—
8
Other —
23
35
16
3
77
$ —
$ 50
$ 49
$ 16
$ 3
$ 118

Nine Months Ended September 30, 2017
Separation Costs - Former Executives One-Time Termination Benefits Other Restructuring Costs Total
Write-offs of Long-lived Assets Consulting Fees Contract Termination Costs
(In millions)
Health Plans $ —
$ 27
$ 6
$ —
$ —
$ 33
Molina Medicaid Solutions —
—
8
—
—
8
Other 35
23
35
24
3
120
$ 35
$ 50
$ 49
$ 24
$ 3
$ 161

~~Reconciliation of Liability~~

For those restructuring and separation costs that require cash settlement (primarily separation costs, termination benefits and consulting fees), the following table presents a roll-forward of the accrued liability, which is reported in “Accounts payable and accrued liabilities” in the accompanying consolidated balance sheets:

Separation Costs - Former Executives One-Time Termination Benefits Other Restructuring Costs Total
(In millions)
Accrued as of December 31, 2016 $ —
$ —
$ —
$ —
Charges 12
50
27
89
Cash payments (1 ) (9 ) (14 ) (24 )
Accrued as of September 30, 2017 $ 11
$ 41
$ 13
$ 65

~~12. Segment Information~~

~~We have three reportable segments. These segments consist of our Health Plans segment, which constitutes the vast majority of our operations; our Molina Medicaid Solutions segment;~~ and our Other segment. Our reportable segments are consistent with how we currently manage the business and view the markets we serve.

~~Gross margin~~Description of Earnings Measures for Reportable Segments

Margin is the appropriate earnings measure for our reportable segments, based on how our chief operating decision maker currently reviews results, assesses performance, and allocates resources.

~~Gross margin~~Margin for our Health Plans segment is referred to as “Medical ~~margin,~~Margin,” ~~and for our Molina Medicaid Solutions and Other segments, as “Service margin.” Medical margin~~which represents the amount earned ~~by the Health Plans segment~~ after medical costs are deducted from premium revenue. The medical care ratio represents the amount of medical care costs as a percentage of premium revenue, and is one of the key metrics used to assess the performance of the ~~Health Plans segment.~~segments. Therefore, the underlying ~~medical margin~~Medical Margin is the most important measure of earnings reviewed by the chief operating decision maker.

The ~~service margin is equal to service~~following table presents total revenue ~~minus cost of service revenue.~~by segment. Inter-segment revenue was insignificant for all periods presented.



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(In millions)
Total revenue:
Health Plans	$	4,190	$	4,752	$	8,307	$	9,261
Other	3		131		5		268
Consolidated	$	4,193	$	4,883	$	8,312	$	9,529

Health Plans Molina Medicaid Solutions Other Consolidated

(In millions)
Three Months Ended September 30, 2017
Total revenue ⁽¹⁾
$ 4,899
$ 47
$ 85
$ 5,031
Gross margin 557
5
2
564
Impairment losses —
(28 ) (101 ) (129 )
Restructuring and separation costs (33 ) (8 ) (77 ) (118 )

Nine Months Ended September 30, 2017
Total revenue ⁽¹⁾
$ 14,538
$ 140
$ 256
$ 14,934
Gross margin 1,343
13
8
1,364
Impairment losses —
(28 ) (173 ) (201 )
Restructuring and separation costs (33 ) (8 ) (120 ) (161 )

Three Months Ended September 30, 2016
Total revenue ⁽¹⁾
$ 4,412
$ 48
$ 86
$ 4,546
Gross margin 443
6
8
457
Impairment losses —
—
—
—
Restructuring and separation costs —
—
—
—

Nine Months Ended September 30, 2016
Total revenue ⁽¹⁾
$ 12,835
$ 146
$ 267
$ 13,248
Gross margin 1,285
17
29
1,331
Impairment losses —
—
—
—
Restructuring and separation costs —
—
—
—

Total assets
September 30, 2017 $ 7,031
$ 233
$ 1,690
$ 8,954
December 31, 2016 5,897
267
1,285
7,449

Goodwill and intangible assets, net
September 30, 2017 $ 488
$ 43
$ —
$ 531
December 31, 2016 513
72
175
760

~~______________________~~


~~(1)~~	Total revenue consists primarily of premium revenue, premium tax revenue and health insurer fee revenue for the Health Plans segment, and service revenue for the Molina Medicaid Solutions and Other segments. Inter-segment revenue is insignificant for all periods presented.

The following table reconciles ~~gross~~ margin by segment to consolidated income before income ~~tax expense:~~taxes:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
	(In millions)												(In millions)
Gross margin:
Margin:
Health Plans	$	557		$	443		$	1,343		$	1,285		$	583		$	664		$	1,164		$	1,265
Molina Medicaid Solutions	5			6			13			17
Other	2			8			8			29			—			9			—			23
Total gross margin	564			457			1,364			1,331
Total margin													583			673			1,164			1,288
Add: other operating revenues ⁽¹⁾	124			222			379			625			144			242			311			431
Less: other operating expenses ⁽²⁾	(769		)	(561		)	(2,029		)	(1,644		)	(462		)	(573		)	(930		)	(1,155		)
Operating (loss) income	(81		)	118			(286		)	312
Operating income													265			342			545			564
Other expenses, net	32			26			10			76			8			37			28			80
(Loss) income before income taxes	$	(113	)	$	92		$	(296	)	$	236
Income before income tax expense													$	257		$	305		$	517		$	484

______________________


(1)	Other operating revenues include premium tax revenue, health insurer ~~fee revenue,~~fees reimbursed, and investment income and other revenue.


(2)	Other operating expenses include general and administrative expenses, premium tax expenses, health insurer ~~fee expenses,~~fees, depreciation and amortization, ~~impairment losses,~~ and restructuring ~~and separation~~ costs.

~~13.~~ 12. Commitments and Contingencies

~~Regulatory Capital Requirements and Dividend Restrictions~~

Our health plans, which are operated by our wholly owned subsidiaries in the states in which our health plans operate, are subject to state laws and regulations that, among other things, require the maintenance of minimum levels of statutory capital, as defined by each state. Regulators in some states may also attempt to enforce capital requirements that require the retention of net worth in excess of amounts formally required by statute or regulation. Such statutes, regulations and informal capital requirements also restrict the timing, payment, and amount of dividends and other distributions that may be paid to us as the sole stockholder. To the extent our subsidiaries must comply with these regulations, they may not have the financial flexibility to transfer funds to us. Based on current statutes and regulations, the net assets in these subsidiaries (after intercompany eliminations) which may not be transferable to us in the form of loans, advances, or cash dividends was approximately $1,696 million at September 30, 2017, and $1,492 million at December 31, 2016. Because of the statutory restrictions that inhibit the ability of our health plans to transfer net assets to us, the amount of retained earnings readily available to pay dividends to our stockholders is generally limited to cash, cash equivalents and investments (excluding restricted investments) held by the parent company – Molina Healthcare, Inc. Such cash, cash equivalents and investments (excluding restricted investments) amounted to $391 million and $264 million as of September 30, 2017 and December 31, 2016, respectively.

The National Association of Insurance Commissioners (NAIC) adopted rules effective December 31, 1998, which, if implemented by the states, set minimum capitalization requirements for insurance companies, HMOs, and other entities bearing risk for health care coverage. The requirements take the form of risk-based capital (RBC) rules which may vary from state to state. All of the states in which our health plans operate, except California, Florida and New York, have adopted these rules. Such requirements, if adopted by California, Florida and New York, may increase the minimum capital required for those states.

As of September 30, 2017, our health plans had aggregate statutory capital and surplus of approximately $1,828 million compared with the required minimum aggregate statutory capital and surplus of approximately $1,113 million. All of our health plans were in compliance with the minimum capital requirements at September 30, 2017. We have the ability, and have committed to provide, additional capital to each of our health plans as necessary to ensure compliance with statutory capital and surplus requirements.

Legal Proceedings

The ~~health care and Medicaid-related business process outsourcing industries are~~healthcare industry is subject to numerous laws and regulations of federal, state, and local governments. ~~Compliance with these laws and regulations can be subject to government review and interpretation, as well as regulatory actions unknown and unasserted at this time.~~ Penalties

associated with violations of these laws and regulations include significant fines, exclusion from participating in publicly funded programs, and the repayment of previously ~~billed and~~ collected revenues.

WeIn the ordinary course of business we are involved in legal actions, ~~in the ordinary course of business,~~ some of which seek monetary damages, including claims for punitive damages, which are not covered by insurance. We have accrued liabilities for certain matters for which we deem the loss to be both probable and reasonably estimable, but the outcome of legal actions is inherently uncertain and our estimates of such losses could change as a result of further developments of these matters. For certain pending matters, accruals have not been established because such matters have not progressed sufficiently through discovery ~~and/~~or ~~development of important~~ factual ~~information and legal issues is insufficient~~development to enable us to reasonably estimate a range of possible ~~loss, if any.~~loss. An adverse determination in one or more of these pending matters could have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

~~Marketplace Risk Corridor Program.~~ ~~On January 19, 2017,~~States’ Budgets

Nearly all of our premium revenues come from the joint federal and state funding of the Medicaid and Children’s Health Insurance Program (“CHIP”) programs. The states and Commonwealth in which we ~~filed suit against the United States of America in the United States Court of Federal Claims, Case Number 1:55-cv-01000-UNJ, on behalf of~~operate our health plans seeking recovery from the federal government of approximately $52 million in Marketplace risk corridor payments for calendar year 2015. Based upon current estimates, we believe our health plans are also owed approximately $76 million in Marketplace risk corridor payments from the federal government for calendar year 2016. We have not recognized revenue, nor have we recorded a receivable, for any amount due from the federal government for unpaid Marketplace risk corridor payments as of September 30, 2017. We have fully recognized all liabilities due to the federal government that we have incurred under the Marketplace risk corridor program, and have paid all amounts due to the federal government as required.regularly face significant budgetary pressures.

~~Rodriguez v. Providence Community Corrections.~~ On October 1, 2015, seven individuals, on behalf of themselves and all others similarly situated, filed a complaint in the District Court for the Middle District of Tennessee, Nashville Division, Case No. 3:15-cv-01048 (the Rodriquez Litigation), against Providence Community Corrections, Inc. (now known as Pathways Community Corrections, Inc., or PCC). Rutherford County, Tennessee formerly contracted with PCC for the administration of misdemeanor probation, which involved the collection of court costs and fees from probationers. The complaint alleges, among other things, that PCC illegally assessed fees and surcharges against probationers and made improper threats of arrest and probation revocation if the probationers did not pay such amounts. The plaintiffs in the Rodriguez Litigation seek alleged compensatory, treble, and punitive damages, plus attorneys’ fees, for alleged federal and state constitutional violations, as well as alleged violations of the Racketeer Influenced and Corrupt Organization Act. PCC’s agreement with Rutherford County terminated effective March 31, 2016. On November 1, 2015, one month after the Rodriguez Litigation commenced, we acquired PCC from The Providence Service Corporation (Providence) pursuant to a membership interest purchase agreement. In September 2016, the parties to the Rodriguez Litigation accepted a mediation proposal for settlement pursuant to which PCC and Rutherford County would pay the plaintiffs $14 million and $3 million, respectively. The parties are in the process of finalizing the settlement agreement. We expect to recover the full amount of the settlement under the indemnification provisions of the membership interest purchase agreement with Providence.

~~United States of America, ex rel., Anita Silingo v. Mobile Medical Examination Services, Inc., et al.~~ On or around October 14, 2014, Molina Healthcare of California, Molina Healthcare of California Partner Plan, Inc., Mobile Medical Examination Services, Inc. (MedXM), and other health plan defendants were served with a complaint previously filed under seal in the Central District Court of California by Relator, Anita Silingo, Case No. SACV13-1348-FMO(SHx). The complaint alleges that MedXM improperly modified medical records and otherwise took inappropriate steps to increase members’ risk adjustment scores, and that the defendants, including Molina Healthcare of California and Molina Healthcare of California Partner Plan, Inc., purportedly turned a “blind eye” to these unlawful practices. On October 22, 2015, the Relator filed a third amended complaint, seeking general and compensatory damages, treble damages, civil penalties, plus interest and attorneys’ fees. On July 11, 2016, the District Court dismissed with prejudice the third amended complaint, without leave to amend. On September 23, 2016, the plaintiff filed an appeal with the Ninth Circuit Court of Appeals. The appeal has been fully briefed by the parties and we are awaiting the Court’s decision.

~~States’ Budgets~~

From time to time, the states in which our health plans operate may experience financial difficulties, which could lead to delays in premium payments. Until July 4, 2017, the state of Illinois operated without a budget for its current fiscal year. As of September 30, 2017, our Illinois health plan served approximately 163,000 members, and recognized premium revenue of approximately $447 million in the nine months ended September 30, 2017. As of September 30, 2017, the state of Illinois owed us approximately $220 million for certain March through September 2017 premiums.

On May 3, 2017, Puerto Rico’s financial oversight board filed for a form of bankruptcy in the U.S. District Court in Puerto Rico under Title III of PROMESA. The Title III provision allows for a court debt restructuring process similar to U.S. bankruptcy protection. To the extent such bankruptcy results in our failure to receive payment of amounts due under our Medicaid contract with the Commonwealth or the inability of the Commonwealth to extend our Medicaid contract at the end of its current term, such bankruptcy could have a material adverse effect on our business, financial condition, cash flows, or results of operations. As of September 30, 2017, the plan served approximately 306,000 members and recorded premium revenue of approximately $553 million in the nine months ended September 30, 2017. As of October 27, 2017, the Commonwealth was current with its premium payments.

~~14. Related Party Transactions~~13. Leases

Our California health plan has entered into a provider agreement with Pacific Healthcare IPA (Pacific), which is 50% owned by the brother-in-law of Dr. J. Mario Molina and John C. Molina, who are members of our board of directors. Under the terms of this provider agreement, the California health plan pays Pacific for medical care Pacific provides to health plan members. For the three and nine months ended September 30, 2017 and 2016, the amounts paid to Pacific were insignificant.

~~Refer to Note 15, “Variable Interest Entities (VIEs),” for a discussion of theJoseph M. Molina, M.D. Professional Corporations.~~

~~15. Variable Interest Entities (VIEs)~~

~~The~~Joseph M. Molina, M.D. Professional Corporations (JMMPC) were created to further advance our direct delivery business. Effective September 30, 2017, we terminated our relationship with JMMPC in Florida, Michigan, Washington, and Utah. Therefore, the agreements described below, for all of our health plans other than those in California and New Mexico, were terminated effective September 30, 2017.

JMMPC’s primary shareholder is Dr. J. Mario Molina, who is a member of our board of directors. Dr. Molina is paid no salary and receives no dividends in connection with his work for, or ownership of, JMMPC. JMMPC provides primary care medical services through its employed physicians and other medical professionals. JMMPC also provides certain specialty referral services to our California health plan members through a contracted provider network. The health plans had entered into primary care services agreements with JMMPC, under which the health plans paid $29 million and $31 million to JMMPC for health care services provided in the three months ended September 30, 2017 and 2016, respectively, and $89 million and $92 million for the nine months ended September 30, 2017 and 2016, respectively. JMMPC does not have agreements to provide professional medical services with any other entities.

Our wholly owned subsidiary, Molina Medical Management, Inc. (MMM), had also entered into services agreements with JMMPC to provide clinic facilities, clinic administrative support staff, patient scheduling services and medical supplies to JMMPC. For the three months ended September 30, 2017 and 2016, JMMPC paid $12 million and $13 million to MMM for clinic administrative services, respectively. For the nine months ended September 30, 2017 and 2016, JMMPC paid $38 million and $40 million, respectively, to MMM for clinic administrative services.

As of September 30, 2017, we determined that JMMPC is a VIE, and that we are its primary beneficiary. We reached this conclusion under the power and benefits criterion model according to GAAP. Specifically, we had the power to direct the activities (excluding clinical decisions) that most significantly affected JMMPC’s economic performance, and the obligation to absorb losses or right to receive benefits that were potentially significant to the VIE, under the agreements described above. Because we were its primary beneficiary, we consolidated JMMPC. JMMPC’s assets may be used to settle only JMMPC’s obligations, and JMMPC’s creditors have no recourse to the general credit of Molina Healthcare, Inc. As of September 30, 2017, JMMPC had total assets of $20 million, and total liabilities of $24 million. As of December 31, 2016, JMMPC had total assets of $18 million, and total liabilities of $18 million.

Our maximum exposure to loss as a result of our involvement with JMMPC is generally limited to the amounts needed to fund JMMPC’s ongoing payroll, employee benefits and medical care costs associated with JMMPC’s specialty referral activities.

~~16. Supplemental Condensed Consolidating Financial Information~~

The 5.375% Notes described in Note 7, “Debt,” are fully and unconditionally guaranteed by certain of our 100% owned subsidiaries on a joint and several basis, with certain exceptions considered customary for such guarantees. The 5.375% Notes and the guarantees are effectively subordinated to all of our and our guarantors’ existing and future secured debt to the extent of the assets securing such debt. In addition, the 5.375% Notes and the guarantees are structurally subordinated to all indebtedness and other liabilities and preferred stock, if any, of our subsidiaries that do not guarantee the 5.375% Notes.

As discussed in Note ~~7, “Debt,~~2, “Significant Accounting Policies,” we elected the ~~First Amendment~~Topic 842 transition provision that allows entities to continue to apply the ~~Credit Facility provided that all guarantors immediately prior~~legacy guidance in Topic 840, Leases, including its disclosure requirements, in the comparative periods presented in the year of adoption. Accordingly, the Topic 842 disclosures below are presented as of and for the three-month and six-month periods ended June 30, 2019, only.

We are a party to ~~January~~operating and finance leases primarily for our corporate and health plan offices. Our operating leases have remaining lease terms up to 10 years, some of which include options to extend the leases for up to 10 years. As of June 30, 2019, the weighted average remaining operating lease term is 4 years.

Our finance leases have remaining lease terms of 3 2017, other than Molina Information Systems, LLC, d/b/a Molina Medicaid Solutions, Molina Pathways, LLC, and Pathways Health and Community Support LLC, were automatically and unconditionally released from their obligations as guarantors underyears to 19 years, some of which include options to extend the ~~Credit Facility and~~leases for up to 25 years. As of June 30, 2019, the ~~5.375% Notes.~~

The following condensed consolidating financial statements present Molina Healthcare, Inc. (as parent guarantor), the subsidiary guarantors, the subsidiary non-guarantors and eliminations, according to the guarantor structure as assessed at the most recent balance sheet date, September 30, 2017.weighted average remaining finance lease term is 17 years.

~~CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS~~As of June 30, 2019, the weighted-average discount rate used to compute the present value of lease payments was 5.5% for operating lease liabilities, and 6.6% for finance lease liabilities. The components of lease expense were as follows:

Three Months Ended September 30, 2017
Parent Guarantor Other Guarantors Non-Guarantors Eliminations Consolidated
(In millions)
Revenue:
Total revenue $ 380
$ 47
$ 4,983
$ (379 ) $ 5,031
Expenses:
Medical care costs 3
—
4,217
—
4,220
Cost of service revenue —
42
81
—
123
General and administrative expenses 244
(1 ) 519
(379 ) 383
Premium tax expenses —
—
106
—
106
Depreciation and amortization 23
1
9
—
33
Impairment losses —
28
101
—
129
Restructuring and separation costs 77
8
33
—
118
Total operating expenses 347
78
5,066
(379 ) 5,112
Operating income (loss) 33
(31 ) (83 ) —
(81 )
Interest expense 32
—
—
—
32
Income (loss) before income taxes 1
(31 ) (83 ) —
(113 )
Income tax expense (benefit) 9
(10 ) (15 ) —
(16 )
Net loss before equity in net losses of subsidiaries (8 ) (21 ) (68 ) —
(97 )
Equity in net losses of subsidiaries (89 ) (77 ) —
166
—
Net loss $ (97 ) $ (98 ) $ (68 ) $ 166
$ (97 )



	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
	(In millions)
Operating lease expense	$	8	$	17

Finance lease expense:
Amortization of right-of-use (“ROU”) assets	$	4	$	8
Interest on lease liabilities	4		8
Total finance lease expense	$	8	$	16

Supplemental consolidated cash flow information related to leases follows:



	Six Months Ended June 30, 2019
	(In millions)
Cash used in operating activities:
Operating leases	$	19
Finance leases	7
Cash used in financing activities:
Finance leases	3
ROU assets recognized in exchange for lease obligations:
Operating leases	95
Finance leases	241

Supplemental information related to leases, including location of amounts reported in the accompanying consolidated balance sheets, follows:



	June 30, 2019
	(In millions)
Operating leases:
ROU assets
Other assets	$	77
Lease liabilities
Accounts payable and accrued liabilities (current)	29
Other long-term liabilities (non-current)	56
Total operating lease liabilities	$	85
Finance leases:
ROU assets
Property, equipment, and capitalized software, net	$	233
Lease liabilities
Accounts payable and accrued liabilities (current)	$	7
Finance lease liabilities (non-current)	232
Total finance lease liabilities	$	239

~~CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS~~Maturities of lease liabilities as of June 30, 2019, were as follows:



	Operating Leases			Finance Leases
	(In millions)
2019 (excluding the six months ended June 30, 2019)	$	18		$	11
2020	28			22
2021	18			22
2022	12			21
2023	10			21
Thereafter	9			311
Total lease payments	95			408
Less imputed interest	(10		)	(169		)
Totals	$	85		$	239

Three Months Ended September 30, 2017
Parent Guarantor Other Guarantors Non-Guarantors Eliminations Consolidated
(In millions)
Net loss $ (97 ) $ (98 ) $ (68 ) $ 166
$ (97 )
Other comprehensive loss, net of tax —
—
—
—
—
Comprehensive loss $ (97 ) $ (98 ) $ (68 ) $ 166
$ (97 )

~~CONDENSED CONSOLIDATING STATEMENTS OF INCOME~~

Three Months Ended September 30, 2016
Parent Guarantor Other Guarantors Non-Guarantors Eliminations Consolidated
(In millions)
Revenue:
Total revenue $ 274
$ 48
$ 4,498
$ (274 ) $ 4,546
Expenses:
Medical care costs 19
—
3,730
(1 ) 3,748
Cost of service revenue —
42
77
—
119
General and administrative expenses 223
(4 ) 397
(273 ) 343
Premium tax expenses —
—
127
—
127
Health insurer fee expenses —
—
55
—
55
Depreciation and amortization 25
2
9
—
36
Total operating expenses 267
40
4,395
(274 ) 4,428
Operating income 7
8
103
—
118
Interest expense 26
—
—
—
26
(Loss) income before income taxes (19 ) 8
103
—
92
Income tax expense 4
—
46
—
50
Net (loss) income before equity in net earnings of subsidiaries (23 ) 8
57
—
42
Equity in net earnings of subsidiaries 65
—
—
(65 ) —
Net income $ 42
$ 8
$ 57
$ (65 ) $ 42

~~CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME~~

Three Months Ended September 30, 2016
Parent Guarantor Other Guarantors Non-Guarantors Eliminations Consolidated

(In millions)
Net income $ 42
$ 8
$ 57
$ (65 ) $ 42
Other comprehensive loss, net of tax (1 ) —
(1 ) 1
(1 )
Comprehensive income $ 41
$ 8
$ 56
$ (64 ) $ 41

~~CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS~~

Nine Months Ended September 30, 2017
Parent Guarantor Other Guarantors Non-Guarantors Eliminations Consolidated
(In millions)
Revenue:
Total revenue $ 1,010
$ 146
$ 14,792
$ (1,014 ) $ 14,934
Expenses:
Medical care costs 10
—
12,812
—
12,822
Cost of service revenue —
127
242
—
369
General and administrative expenses 799
13
1,429
(1,014 ) 1,227
Premium tax expenses —
—
331
—
331
Depreciation and amortization 75
1
33
—
109
Impairment losses —
28
173
—
201
Restructuring and separation costs 120
8
33
—
161
Total operating expenses 1,004
177
15,053
(1,014 ) 15,220
Operating income (loss) 6
(31 ) (261 ) —
(286 )
Interest expense 85
—
—
—
85
Other income, net (75 ) —
—
—
(75 )
Loss before income taxes (4 ) (31 ) (261 ) —
(296 )
Income tax expense (benefit) 26
(10 ) (62 ) —
(46 )
Net loss before equity in net losses of subsidiaries (30 ) (21 ) (199 ) —
(250 )
Equity in net losses of subsidiaries (220 ) (143 ) —
363
—
Net loss $ (250 ) $ (164 ) $ (199 ) $ 363
$ (250 )

~~CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS~~

Nine Months Ended September 30, 2017
Parent Guarantor Other Guarantors Non-Guarantors Eliminations Consolidated
(In millions)
Net loss $ (250 ) $ (164 ) $ (199 ) $ 363
$ (250 )
Other comprehensive income, net of tax 1
—
1
(1 ) 1
Comprehensive loss $ (249 ) $ (164 ) $ (198 ) $ 362
$ (249 )

~~CONDENSED CONSOLIDATING STATEMENTS OF INCOME~~

Nine Months Ended September 30, 2016
Parent Guarantor Other Guarantors Non-Guarantors Eliminations Consolidated
(In millions)
Revenue:
Total revenue $ 786
$ 147
$ 13,099
$ (784 ) $ 13,248
Expenses:
Medical care costs 50
—
10,881
(1 ) 10,930
Cost of service revenue —
130
232
—
362
General and administrative expenses 659
5
1,153
(783 ) 1,034
Premium tax expenses —
—
345
—
345
Health insurer fee expenses —
—
163
—
163
Depreciation and amortization 70
5
27
—
102
Total operating expenses 779
140
12,801
(784 ) 12,936
Operating income 7
7
298
—
312
Interest expense 76
—
—
—
76
(Loss) income before income taxes (69 ) 7
298
—
236
Income tax (benefit) expense (24 ) (1 ) 162
—
137
Net (loss) income before equity in earnings of subsidiaries (45 ) 8
136
—
99
Equity in net earnings of subsidiaries 144
3
—
(147 ) —
Net income $ 99
$ 11
$ 136
$ (147 ) $ 99

~~CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME~~

Nine Months Ended September 30, 2016
Parent Guarantor Other Guarantors Non-Guarantors Eliminations Consolidated
(In millions)
Net income $ 99
$ 11
$ 136
$ (147 ) $ 99
Other comprehensive income, net of tax 7
—
6
(6 ) 7
Comprehensive income $ 106
$ 11
$ 142
$ (153 ) $ 106

~~CONDENSED CONSOLIDATING BALANCE SHEETS~~

September 30, 2017
Parent Guarantor Other Guarantors Non-Guarantors Eliminations Consolidated
(In millions)
ASSETS
Current assets:
Cash and cash equivalents $ 356
$ 58
$ 3,520
$ —
$ 3,934
Investments 35
—
1,752
—
1,787
Restricted investments 326
—
—
—
326
Receivables 2
25
975
—
1,002
Income taxes refundable 2
—
58
—
60
Due from (to) affiliates 203
(5 ) (198 ) —
—
Prepaid expenses and other current assets 65
20
89
—
174
Derivative asset 425
—
—
—
425
Total current assets 1,414
98
6,196
—
7,708
Property, equipment, and capitalized software, net 261
37
99
—
397
Deferred contract costs —
97
—
—
97
Goodwill and intangible assets, net 55
43
433
—
531
Restricted investments —
—
117
—
117
Investment in subsidiaries, net 2,625
95
—
(2,720 ) —
Deferred income taxes 10
—
96
(44 ) 62
Other assets 50
2
6
(16 ) 42
$ 4,415
$ 372
$ 6,947
$ (2,780 ) $ 8,954

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Medical claims and benefits payable $ —
$ —
$ 2,478
$ —
$ 2,478
Amounts due government agencies —
—
1,324
—
1,324
Accounts payable and accrued liabilities 227
40
218
—
485
Deferred revenue —
52
416
—
468
Current portion of long-term debt 782
—
—
—
782
Derivative liability 425
—
—
—
425
Total current liabilities 1,434
92
4,436
—
5,962
Long-term debt 1,515
—
16
(16 ) 1,515
Deferred income taxes 12
32
—
(44 ) —
Other long-term liabilities 25
1
22
—
48
Total liabilities 2,986
125
4,474
(60 ) 7,525
Total stockholders’ equity 1,429
247
2,473
(2,720 ) 1,429
$ 4,415
$ 372
$ 6,947
$ (2,780 ) $ 8,954

~~CONDENSED CONSOLIDATING BALANCE SHEETS~~

December 31, 2016
Parent Guarantor Other Guarantors Non-Guarantors Eliminations Consolidated
(In millions)
ASSETS
Current assets:
Cash and cash equivalents $ 86
$ 6
$ 2,727
$ —
$ 2,819
Investments 178
—
1,580
—
1,758
Receivables 2
34
938
—
974
Income tax refundable 17
4
18
—
39
Due from (to) affiliates 104
(5 ) (99 ) —
—
Prepaid expenses and other current assets 58
30
43
—
131
Derivative asset 267
—
—
—
267
Total current assets 712
69
5,207
—
5,988
Property, equipment, and capitalized software, net 301
46
107
—
454
Deferred contract costs —
86
—
—
86
Goodwill and intangible assets, net 58
73
629
—
760
Restricted investments —
—
110
—
110
Investment in subsidiaries, net 2,609
246
—
(2,855 ) —
Deferred income taxes 10
—
—
—
10
Other assets 48
3
6
(16 ) 41
$ 3,738
$ 523
$ 6,059
$ (2,871 ) $ 7,449

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Medical claims and benefits payable $ 1
$ —
$ 1,928
$ —
$ 1,929
Amounts due government agencies —
—
1,202
—
1,202
Accounts payable and accrued liabilities 146
34
205
—
385
Deferred revenue —
40
275
—
315
Current portion of long-term debt 472
—
—
—
472
Derivative liability 267
—
—
—
267
Total current liabilities 886
74
3,610
—
4,570
Long-term debt 1,173
—
16
(16 ) 1,173
Deferred income taxes 11
39
(35 ) —
15
Other long-term liabilities 19
1
22
—
42
Total liabilities 2,089
114
3,613
(16 ) 5,800
Total stockholders’ equity 1,649
409
2,446
(2,855 ) 1,649
$ 3,738
$ 523
$ 6,059
$ (2,871 ) $ 7,449

~~CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS~~

Nine Months Ended September 30, 2017
Parent Guarantor Other Guarantors Non-Guarantors Eliminations Consolidated
(In millions)
Operating activities:
Net cash provided by operating activities $ 215
$ 81
$ 661
$ —
$ 957
Investing activities:
Purchases of investments (333 ) —
(1,563 ) —
(1,896 )
Proceeds from sales and maturities of investments 150
—
1,388
—
1,538
Purchases of property, equipment and capitalized software (67 ) (10 ) (8 ) —
(85 )
Increase in restricted investments held-to-maturity —
—
(10 ) —
(10 )
Capital contributions to/from subsidiaries (363 ) 2
361
—
—
Dividends to/from subsidiaries 136
—
(136 ) —
—
Change in amounts due to/from affiliates (100 ) —
100
—
—
Other, net —
(21 ) —
—
(21 )
Net cash (used in) provided by investing activities (577 ) (29 ) 132
—
(474 )
Financing activities:
Proceeds from senior notes offering, net of issuance costs 325
—
—
—
325
Proceeds from borrowings under credit facility 300
—
—
—
300
Proceeds from employee stock plans 11
—
—
—
11
Other, net (4 ) —
—
—
(4 )
Net cash provided by financing activities 632
—
—
—
632
Net increase in cash and cash equivalents 270
52
793
—
1,115
Cash and cash equivalents at beginning of period 86
6
2,727
—
2,819
Cash and cash equivalents at end of period $ 356
$ 58
$ 3,520
$ —
$ 3,934

~~CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS~~

Nine Months Ended September 30, 2016
Parent Guarantor Other Guarantors Non-Guarantors Eliminations Consolidated
(In millions)
Operating activities:
Net cash provided by operating activities $ 43
$ 34
$ 556
$ —
$ 633
Investing activities:
Purchases of investments (114 ) —
(1,330 ) —
(1,444 )
Proceeds from sales and maturities of investments 103
—
1,409
—
1,512
Purchases of property, equipment and capitalized software (102 ) (23 ) (18 ) —
(143 )
Decrease in restricted investments held-to-maturity —
—
4
—
4
Net cash paid in business combinations —
(5 ) (43 ) —
(48 )
Capital contributions to/from subsidiaries (221 ) 7
214
—
—
Dividends to/from subsidiaries 50
—
(50 ) —
—
Change in amounts due to/from affiliates (12 ) 4
8
—
—
Other, net 6
(19 ) 1
—
(12 )
Net cash (used in) provided by investing activities (290 ) (36 ) 195
—
(131 )
Financing activities: ��
Proceeds from employee stock plans

10
—
—
—
10
Other, net 2
—
(1 ) —
1
Net cash provided by (used in) financing activities 12
—
(1 ) —
11
Net (decrease) increase in cash and cash equivalents (235 ) (2 ) 750
—
513
Cash and cash equivalents at beginning of period 360
13
1,956
—
2,329
Cash and cash equivalents at end of period $ 125
$ 11
$ 2,706
$ —
$ 2,842

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ~~(MD&A)~~(“MD&A”)

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements regarding our business, financial condition, and results of operations within the meaning of Section 27A of the Securities Act of 1933, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, or Securities Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with these safe harbor provisions. All statements included in this quarterly report, other than statements of historical ~~facts, included in this quarterly report~~fact, may be deemed to be forward-looking statements for purposes of the Securities Act and the Securities Exchange Act. Without limiting the foregoing, we use the words “anticipate(s),” “believe(s),” “estimate(s),” “expect(s),” “intend(s),” “may,” “plan(s),” “project(s),” “will,” “would,” “could,” “should” and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We cannot guarantee that we will actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and, accordingly, you should not place undue reliance on our forward-looking statements. We caution you that we do not undertake any obligation to update forward-looking statements made by us. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected, estimated, ~~expected,~~ or ~~contemplated.~~expected. Those known risks and uncertainties include, but are not limited to, the following:

the ~~success of our previously announced restructuring plan, including the timing and amounts of the benefits realized;~~

~~the~~ numerous political, judicial and market-based uncertainties associated with the Affordable Care Act (the “ACA”) or “Obamacare,” including ~~any potential repeal and replacement~~the ultimate outcome on appeal of the ~~law, amendment of the law, or move to state block grants for Medicaid;~~

Texas et al. v. U.S. et al. matter;

the market dynamics surrounding the ACA Marketplaces, including but not limited to uncertainties associated with risk ~~transfer~~adjustment requirements, the potential for disproportionate enrollment of higher acuity members, the discontinuation of premium tax credits, and the adequacy of agreed ~~rates, and potential disruption associated with market withdrawal from Utah, Wisconsin, or other states;~~

rates;

subsequent adjustments to reported premium revenue based upon subsequent developments or new information, including changes to estimated amounts payable or receivable related to Marketplace risk ~~adjustment/risk transfer, risk corridors, and reinsurance;~~

adjustment;

effective management of our medical costs;

our ability to predict with a reasonable degree of accuracy utilization rates, including utilization rates associated with seasonal flu patterns or other newly emergent diseases;

significant budget pressures on state governments and their potential inability to maintain current rates, to implement expected rate increases, or to maintain existing benefit packages or membership eligibility thresholds or ~~criteria, including~~ criteria;

the ~~payment of all amounts due to our Illinois health plan following the resolution~~full reimbursement of the ~~Illinois budget impasse;~~

ACA health insurer fee, or HIF;

the success of our efforts to retain existing ~~managed care~~or awarded government contracts, including ~~those in Florida, New Mexico, Puerto Rico, and Texas, and to obtain new government contracts in connection with state~~the success of any requests for ~~proposals (RFPs) in both existing~~proposal protest filings or defenses, including the Texas STAR+PLUS and ~~new states;~~

~~any adverse impact resulting from the significant changes to our executive leadership team and the rightsizing of our workforce;~~STAR/CHIP RFPs;

the ~~impact of our decision to exit the Utah and Wisconsin ACA Marketplace markets effective December 31, 2017;~~

~~our~~ ability to manage our operations, including maintaining and creating adequate internal systems and controls relating to authorizations, approvals, provider payments, and the overall success of our care management initiatives;

~~our ability to consummate and realize benefits from acquisitions or divestitures;~~

our receipt of adequate premium rates to support increasing pharmacy costs, including costs associated with specialty drugs and costs resulting from formulary changes that allow the option of higher-priced non-generic drugs;

our ability to operate profitably in an environment where the trend in premium rate increases lags behind the trend in increasing medical costs;

the interpretation and implementation of federal or state medical cost expenditure floors, administrative cost and profit ceilings, premium stabilization programs, profit sharing arrangements, and risk adjustment ~~provisions;~~

provisions and requirements;

our estimates of amounts owed for such cost expenditure floors, administrative cost and profit ceilings, premium stabilization programs, profit-sharing arrangements, and risk adjustment provisions;

the Medicaid expansion medical cost ~~corridors in California, New Mexico, and Washington,~~corridor, and any other retroactive adjustment to revenue where methodologies and procedures are subject to interpretation or dependent upon information about the health status of participants other than Molina members;

the interpretation and implementation of at-risk premium rules and state contract performance requirements regarding the achievement of certain quality measures, and our ability to recognize revenue amounts associated therewith;

cyber-attacks or other privacy or data security incidents resulting in an inadvertent unauthorized disclosure of protected health information;

the success of our health plan in Puerto Rico, including the resolution of the ~~Puerto Rico~~ debt crisis ~~payment of all amounts due under our Medicaid contract,~~and the effect of the PROMESA law, the effects of political and regulatory instability, and the impact of ~~Hurricane Maria and our efforts to better manage the health care costs of our Puerto Rico health plan;~~

any future significant weather events;

the success and renewal of our duals demonstration programs in California, Illinois, Michigan, Ohio, South Carolina, and Texas;

the accurate estimation of incurred but not reported or paid medical costs across our health plans;

efforts by states to recoup previously paid and recognized premium amounts;

complications, member confusion, eligibility re-determinations, or enrollment backlogs related to the annual renewal of Medicaid coverage;

government audits, ~~and~~ reviews, comment letters, or potential investigations, and any fine, sanction, enrollment freeze, monitoring program, or premium recovery that may result ~~therefrom, including any potential demand by the state of New Mexico to recover purportedly underpaid premium taxes;~~

therefrom;

changes with respect to our provider contracts and the loss of providers;

approval by state regulators of dividends and distributions by our health plan subsidiaries;

changes in funding under our contracts as a result of regulatory changes, programmatic adjustments, or other reforms;

high dollar claims related to catastrophic illness;

the favorable resolution of litigation, arbitration, or administrative ~~proceedings;~~

proceedings, including litigation involving the ACA to which we are not a direct party;

the relatively small number of states in which we operate health plans, including the greater scale and revenues of our California, Ohio, Texas, and Washington health plans;

the availability of adequate financing on acceptable terms to fund and capitalize our expansion and growth, repay our outstanding indebtedness at maturity and meet our liquidity needs, including the interest expense and other costs associated with such financing;

~~our~~the failure to comply with the financial or other covenants in our credit agreement or the indentures governing our outstanding notes;

the sufficiency of ~~our~~ funds on hand to pay the amounts due upon conversion or maturity of our outstanding notes;

the failure of a state in which we operate to renew its federal Medicaid waiver;

changes generally affecting the managed care ~~or Medicaid management information systems industries;~~

industry;

increases in government surcharges, taxes, and ~~assessments, including but not limited to the deductibility of certain compensation costs;~~

assessments;

newly emergent viruses or widespread epidemics, public catastrophes or terrorist attacks, and associated public alarm;~~and~~

the unexpected loss of the leadership of one or more of our senior executives; and

increasing competition and consolidation in the Medicaid ~~industry~~;

industry.

Readers should refer to the section entitled “Risk Factors” in ~~each of~~ our Annual Report on Form 10-K for the year ended December 31, ~~2016, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017, and this Quarterly Report on Form 10-Q,~~2018, for a discussion of certain risk factors that could materially affect our business, financial condition, cash flows, or results of operations. Given these risks and uncertainties, we can give no assurance that any results or events projected or contemplated by our forward-looking statements will in fact occur.

This ~~quarterly report~~Quarterly Report on Form 10-Q and the following discussion of our financial condition and results of operations should be read in conjunction with the accompanying consolidated financial statements and the notes to those statements appearing elsewhere in this report, and the audited financial statements and Management’s Discussion and Analysis appearing in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018.

OVERVIEW

~~ABOUT MOLINA HEALTHCARE~~

~~OUR MISSION IS TO PROVIDE QUALITY HEALTHCARE TO PEOPLE RECEIVING GOVERNMENT ASSISTANCE.~~

Molina Healthcare, Inc. ~~provides quality managed health care~~, a FORTUNE 500, multi-state healthcare organization, arranges for the delivery of healthcare services to ~~people receiving government assistance. We offer cost-effective Medicaid-related solutions to meet the health care needs of low-income families and~~ individuals and ~~to assist government agencies in~~families who receive their ~~administration of~~care through the Medicaid ~~program.~~ and Medicare programs, and through the state insurance marketplaces (the “Marketplace”). Through our locally operated health plans in 14 states and the Commonwealth of Puerto Rico, we served approximately 3.4 million members as of June 30, 2019. The health plans are generally operated by our respective wholly owned subsidiaries in those states, each of which is licensed as a health maintenance organization (“HMO”).

We currently have ~~three~~two reportable ~~segments. These segments consist of~~segments: our Health Plans segment ~~which constitutes~~and our Other segment. We manage the vast majority of our ~~operations;~~operations through our ~~Molina~~Health Plans segment. The Other segment includes the historical results of the Medicaid ~~Solutions segment;~~management information systems (“MMIS”) and behavioral health subsidiaries we sold in the fourth quarter of 2018, as well as certain corporate amounts not allocated to the Health Plans segment. Prior to the fourth quarter of 2018, the MMIS subsidiary was reported as a stand-alone segment. Beginning in 2019, we no longer report service revenue or cost of service revenue as a result of the sales of the MMIS and behavioral health subsidiaries noted above.

SECOND QUARTER 2019 HIGHLIGHTS

In summary, we produced pretax earnings of $257 million, and net income of $196 million in the second quarter of 2019, resulting in an after-tax margin of 4.7%. On a year-to-date basis, pretax earnings were $517 million and net income was $394 million, resulting in an after-tax margin of 4.7%. These results include, on a consolidated and year-to-date basis, a medical care ratio (“MCR”) of 85.5% and a general and administrative (“G&A”) expense ratio of 7.6%.

Program Performance

Our second quarter and year-to-date results met or exceeded our expectations, and our ~~Other segment.~~financial and operational profiles are strong.

~~KEY PERFORMANCE INDICATORS~~In our Medicaid business, we achieved an 88.3% MCR for the first half of the year and performed well, with TANF and ABD generally performing in-line with our expectations. Medicaid Expansion results were better than we expected, mainly due to rate advocacy efforts. Additionally, medical cost trends in general remained well managed across all medical cost categories as the result of our continued improvement in utilization management and payment integrity initiatives, and we continued to improve our retention of quality incentive premium revenues.

~~Non-GAAP Financial Measures~~Performance in our Medicare business, comprising our Special Needs Plans and Medicaid-Medicare Plan (“MMP”) products, continued to perform well, managing to an MCR of 85.0% for the first half of the year. We are continuing to manage high-acuity members, including long-term services and supports (“LTSS”) benefits embedded in our MMP product, and risk-adjusted revenue has increased, as our risk scores are more commensurate with the acuity of this population. Our medical margin performance provides us with flexibility to reinvest margins in additional benefits, which should help us maintain our product competitiveness as we position to grow this business in 2020 and beyond.

Finally, our Marketplace business continues to perform in line with our expectations, and we managed to an MCR of 64.7% for the first half of the year. We continue to generate risk scores that are more commensurate with the acuity of our membership, and as a result, we are paying less into the risk adjustment transfer pool than we anticipated. The risk pool has seasoned and our medical cost trend is stable and well-managed, and our monthly membership lapse rate is within our expected level of less than 2%. These results and metrics were in-line with our expectations, and our medical margin performance also gives us flexibility to make any changes in rates, value-added benefits to the product, and commissions that we believe may be necessary to grow membership in 2020, while still achieving a sustainable and attractive margin.

Health Plan Performance

We use non-GAAP financial measures as supplemental metrics in evaluating our financial performance, making financing and business decisions, and forecasting and planning for future periods. For these reasons, management believes such measures are useful supplemental measures to investors in comparing our performance tosignificantly improved the performance of ~~other public companies~~our locally operated health plans in 2018, and they have continued to perform well into 2019. Comments relating to California, Ohio, Washington and Texas, our largest health plans from a revenue standpoint, follow:

California continues to perform well in its diversified book of business in one of the more complex network environments in the ~~health care industry. These non-GAAP financial measures should be considered as supplements to,~~country, and ~~not as substitutes for or superior to, GAAP measures.~~

~~See further information regarding non-GAAP measures~~the MCR is performing in the ~~“Supplemental Information” section~~mid to low 80s as a result of effective low-cost networks and effective medical cost management. Our California plan is poised to grow, particularly in returning to meaningful market share in the Marketplace.

In Ohio, we are serving 297,000 members, and we are generating strong medical margins. With a total MCR of 87.3% for the second quarter and 88.2% for the first half of the year, the temporal spike in medical costs due to the introduction of the behavioral health benefit, and the higher acuity mix due to redetermination efforts, has been ameliorated by our strong rate advocacy in the state.

In Washington, we have a well-diversified portfolio of products and our medical margin performance is returning to a level that is consistent with past periods, even with the confluence of significant membership growth due to our successful re-procurement, and the introduction of the new integrated behavioral health benefit. The relatively higher medical cost trends experienced in the first quarter, due to the significant growth, have abated due to increased focus on managing in-patient costs and care management.

In Texas, we await the announcement of awards for the state’s program for the aged, blind or disabled (“ABD”), known in Texas as STAR+PLUS, the program for Temporary Assistance for Needy Families (“TANF”), known in Texas as STAR, and the Children’s Health Insurance Program (“CHIP”), in the third quarter of this MDyear. The continued, strong performance of our ABD program is built upon our solid skilled nursing facility network and an effective platform for managing personal attendant services.

G&A ~~including~~Expenses

Our G&A expense ratio increased 40 basis points to 7.6% in the ~~reconciliations~~first half of 2019, from 7.2% for the same period in 2018, due mainly to ~~U.S. GAAP. Non-GAAP financial measures referred~~the year-over-year decline in overall revenues.

Balance Sheet and Capital Management

We continue to improve our balance sheet, as we repaid an additional $139 million aggregate principal amount of our 1.125% Convertible Notes in ~~this report are designated with an asterisk (*).~~the second quarter, for a total of $185 million year to date. The impact of capital deployment actions in the quarter resulted in lower interest expense, a gain on repayment of the convertible notes, and a lower share count. In addition, we have received conversion notices for approximately $9 million principal amount of our 1.125% Convertible Notes that will be settled in the third quarter of 2019.

FINANCIAL SUMMARY

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(Dollar amounts in millions, except per-share amounts)
Net (loss) income $ (97 ) $ 42
$ (250 ) $ 99
Net (loss) income per diluted share $ (1.70 ) $ 0.76
$ (4.44 ) $ 1.77
MCR ⁽¹⁾
88.3 % 89.4 % 90.5 % 89.5 %
G&A ratio ⁽²⁾
7.6 % 7.6 % 8.2 % 7.8 %
Premium tax ratio ⁽¹⁾
2.2 % 2.9 % 2.3 % 2.7 %
Effective tax rate 14.6 % 54.0 % 15.5 % 58.0 %
Net profit margin ⁽²⁾
(1.9 )% 0.9 % (1.7 )% 0.7 %
EBITDA* $ (42 ) $ 160
$ (82 ) $ 430
Adjusted net (loss) income* $ (93 ) $ 47
$ (235 ) $ 114
Adjusted net (loss) income per diluted share* $ (1.62 ) $ 0.85
$ (4.17 ) $ 2.03



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(Dollars in millions, except per-share amounts)
Premium revenue	$	4,049		$	4,514		$	8,001		$	8,837
Premium tax revenue	110			106			248			210
Health insurer fees reimbursed	—			104			—			165
Investment income and other revenue	34			32			63			56

Medical care costs	3,466			3,850			6,837			7,572
General and administrative expenses	328			335			630			687
Premium tax expenses	110			106			248			210
Health insurer fees	—			99			—			174
Restructuring costs	2			8			5			33

Operating income	265			342			545			564
Interest expense	22			32			45			65
Other (income) expenses, net	(14		)	5			(17		)	15
Income before income tax expense	257			305			517			484
Income tax expense	61			103			123			175
Net income	196			202			394			309
Net income per diluted share	$	3.06		$	3.02		$	6.04		$	4.68

Operating Statistics:
Ending total membership	3,370,000			4,063,000			3,370,000			4,063,000
MCR ⁽¹⁾	85.6		%	85.3		%	85.5		%	85.7		%
G&A ratio ⁽²⁾	7.8		%	6.9		%	7.6		%	7.2		%
Premium tax ratio ⁽¹⁾	2.6		%	2.3		%	3.0		%	2.3		%
Effective income tax expense rate	24.0		%	33.8		%	23.9		%	36.2		%
After-tax margin ⁽²⁾	4.7		%	4.1		%	4.7		%	3.2		%

________________________


(1)	MCR represents medical care costs as a percentage of premium revenue; premium tax ratio represents premium tax expenses as a percentage of premium revenue plus premium tax revenue.


(2)	After-tax margin represents net income as a percentage of total revenue. G&A ratio represents general and administrative expenses as a percentage of total revenue. ~~Net profit margin represents net income as a percentage of total revenue.~~

CONSOLIDATED RESULTS

~~Three Months Ended September 30, 2017 Compared with Three Months Ended September 30, 2016~~NET INCOME AND OPERATING INCOME

Net ~~loss~~income in the second quarter of 2019 amounted to $196 million, or $3.06 per diluted share, ~~was $1.70 for the third quarter of 2017~~ compared with ~~net income~~$202 million, or $3.02 per diluted share, in the second quarter of ~~$0.76~~2018. Current quarter net income was driven by lower operating income, which amounted to $265 million in the second quarter of 2019, compared with $342 million in the second quarter of 2018, mainly resulting from the year-over-year decline in premium revenue.

Net income in the six months ended June 30, 2019, amounted to $394 million, or $6.04 per diluted share, compared with $309 million, or $4.68 per diluted share, in the six months ended June 30, 2018. Operating income amounted to $545 million in the six months ended June 30, 2019, compared with $564 million in the six months ended June 30, 2018.

In both the second quarter and six months ended June 30, 2019, earnings per diluted share improved due to the reduction of the dilutive impact of the 1.125% Warrants, as a result of the termination transactions that settled

between June 2018 and June 2019. See further discussion in Notes to Consolidated Financial Statements, Note 9, “Stockholders' Equity.”

PREMIUM REVENUE

Premium revenue decreased $465 million in the second quarter of 2019, when compared with the second quarter of 2018. Member months declined 18%, partially offset by a per-member per-month (“PMPM”) revenue increase of 8%. Premium revenue decreased $836 million in the six months ended June 30, 2019, when compared with the six months ended June 30, 2018. Member months declined 18%, partially offset by a PMPM revenue increase of 9%. In both periods, lower premium revenue was primarily in the Medicaid and Marketplace programs.

The decline in Medicaid premium revenue was driven primarily by the loss in membership due to the previously announced loss of the New Mexico Medicaid contract, along with the resizing of the Florida Medicaid contract as reported throughout 2018, partially offset by Medicaid premium rate increases.

The decline in Marketplace premium revenue was driven primarily by a relatively smaller benefit from prior year Marketplace risk adjustment in 2019 compared with 2018 due to declining Marketplace membership, partially offset by Marketplace premium rate increases.

MEDICAL CARE RATIO

The consolidated MCR increased to 85.6% in the second quarter of 2019, from 85.3% in the second quarter of 2018, and decreased to 85.5% in the six months ended June 30, 2019, from 85.7% in the six months ended June 30, 2018.

The increased MCR in the second quarter of 2019 was mainly due to a relatively smaller benefit from prior year Marketplace risk adjustment in 2019 compared with 2018, and the impact of higher acuity Marketplace membership, partially offset by the impact of Marketplace rate increases and increased premiums tied to risk scores.

The improved MCR in the six months ended June 30, 2019 was mainly due to improvement in the TANF and ABD programs, partially offset by an increased MCR in the Medicaid Expansion program, primarily in California. In addition, the MCR for the ~~third quarter~~six months ended June 30, 2018, included the benefit of ~~2016. Adjusted net loss per diluted share* was $1.62~~the cost sharing (“CSR”) reimbursement related to 2017 dates of service, described in ~~the third quarter of 2017, compared with adjusted net income per diluted share* of $0.85 in the third quarter of 2016. Loss before income~~further detail below.

PREMIUM TAX REVENUE AND EXPENSES

The premium tax ~~benefit for the third quarter of 2017 was $113 million.~~

~~Medical care costs measured~~ratio (premium tax expense as a percentage of premium revenue ~~(the “medical care ratio”) declined to 88.3% in the third quarter of 2017 from 89.4% in the third quarter of 2016 and from 94.8%~~plus premium tax revenue) was 2.6% in the second quarter of ~~2017. Improved medical cost performance~~2019, compared with 2.3% in ~~the third quarter of 2017 was the result of:~~


◦	~~Improved sequential performance at our Illinois, New Mexico, Ohio, Puerto Rico, Texas, and Washington health plans, exclusive of the Marketplace program.~~


◦	Improved performance of our Marketplace program, including a reduction to the premium deficiency reserve of $30 million ($0.33 per diluted share, net of tax). The reserve, which was $100 million at June 30, 2017, decreased to $70 million as of September 30, 2017.

General and administrative costs, measured as a percentage of total revenue (the “administrative cost ratio”), were 7.6% in the third quarter of 2017, consistent with the third quarter of 2016, and 50 basis points lower than the second quarter of ~~2017. Excluding Marketplace broker commission~~2018; and ~~exchange fees,~~3.0% compared with 2.3% for the ~~administrative cost ratio decreased~~six months ended June 30, ~~basis points from~~2019 and 2018, respectively. The increase is mainly attributed to the ~~third~~state of Michigan’s implementation of an insurance provider assessment in 2019.

INVESTMENT INCOME AND OTHER REVENUE

Investment income and other revenue increased to $34 million in the second quarter of ~~2016.~~

~~Restructuring costs and the impairment of certain purchased intangible assets increased loss before income tax benefit~~2019, compared with $32 million in the ~~third~~second quarter of ~~2017 by approximately $247 million. Specifically:~~

~~We recorded $118~~2018, and increased to $63 million ~~($1.39 per diluted share, net of tax) of restructuring costs~~ in the ~~third~~six months ended June 30, 2019, compared with $56 million in the six months ended June 30, 2018, mainly due to improved annualized portfolio yields in both periods.

G&A EXPENSES

The G&A expense ratio increased to 7.8% in the second quarter of ~~2017. Restructuring costs incurred~~2019, from 6.9% in the second quarter of 2018, and increased to ~~date consist~~7.6% in the six months ended June 30, 2019, compared with 7.2% in the six months ended June 30, 2018. This increase was primarily ~~of termination benefits, write-offs of capitalized software~~ due to the ~~re-design~~impact of lower overall revenues in 2019.

HEALTH INSURER FEES

There are no health insurer fees (“HIF”) expensed or reimbursed in 2019 due to the moratorium under Public Law No. 115-120. In the second quarter of 2018 and the six months ended June 30, 2018, the HIF amounted to $99 million and $174 million, respectively, and HIF reimbursements amounted to $104 million and $165 million, respectively.

RESTRUCTURING COSTS

We incurred restructuring costs of $2 million and $5 million in the second quarter of 2019 and the six months ended June 30, 2019, respectively, mainly due to true-ups of lease terminations recorded in our 2017 Restructuring Plan. In the second quarter of 2018 and the six months ended June 30, 2018, we incurred restructuring costs of $8 million and $33 million, respectively, related to our 2017 Restructuring Plan.

INTEREST EXPENSE

Interest expense declined to $22 million in the second quarter of 2019, from $32 million in the second quarter of 2018, and declined to $45 million in the six months ended June 30, 2019, from $65 million in the six months ended June 30, 2018. As further described below in “Liquidity,” we reduced the principal amount outstanding of our ~~core operating processes, restructuring~~1.125% Convertible Notes by $185 million in the six months ended June 30, 2019, and reduced total debt by $759 million in the year ended December 31, 2018. The decrease in interest expense in 2019 was partially offset by interest expense attributable to $220 million borrowed under our Term Loan Facility in the six months ended June 30, 2019.

Interest expense includes non-cash interest expense relating primarily to the amortization of the discount on convertible senior notes, which amounted to $1 million and $6 million in the second quarter of 2019, and 2018, respectively, and $4 million and $13 million in the six months ended June 30, 2019 and 2018, respectively. The decline in the first half of 2019 is due to repayment of our ~~direct delivery operations,~~convertible senior notes throughout 2018 and ~~consulting fees.~~

in the first half of 2019. See further discussion in Notes to Consolidated Financial Statements, Note 7, “Debt.”

OTHER (INCOME) EXPENSES, NET

~~We recorded $129 million ($1.77 per diluted share, net of tax) in non-cash goodwill impairment losses for our Pathways behavioral health subsidiary and our Molina Medicaid Solutions (MMS) segment.~~ In the ~~third~~second quarter of ~~2017, management determined that neither business will provide future benefits relating~~2019 and the six months ended June 30, 2019, we recognized debt extinguishment gains of $14 million and $17 million, respectively, and in the second quarter of 2018 and the six months ended June 30, 2018, we recognized debt extinguishment losses of $5 million and $15 million, respectively, in connection with convertible senior notes repayment transactions. The gain in 2019 was due to a favorable mark to market valuation on the partial termination of the Call Spread Overlay executed in connection with the related debt extinguishment. See further discussion in Notes to Consolidated Financial Statements, Note 7, “Debt.”

INCOME TAXES

The provision for income taxes was recorded at an effective rate of 24.0% in the second quarter of 2019, compared with 33.8% in the second quarter of 2018, and 23.9% in the six months ended June 30, 2019, compared with 36.2% in the six months ended June 30, 2018. The effective tax rate for 2019 differs from 2018 as a result of higher non-deductible expenses in 2018, primarily related to the ~~integration of their operations with the Health Plans segment~~non-deductible HIF. The HIF is not applicable in 2019 due to the ~~extent previously expected.~~

moratorium under Public Law No. 115-120.

SUMMARY OF NON-RUN RATE ITEMS

The table below summarizes the impact of certain expenses and other items ~~significant to our financial performance in the periods presented.~~that management believes are not indicative of longer-term business trends and operations. The individual items presented below increase (decrease) income before income tax expense.

Summary of Significant Items Affecting 2017 Financial Results
Three Months Ended Nine Months Ended
September 30, 2017 September 30, 2017
(In millions, except per diluted share amounts)
Amount
Per Diluted Share ⁽¹⁾
Amount
Per Diluted Share ⁽¹⁾
Restructuring and separation costs $ 118
$ 1.39
$ 161
$ 1.92
Impairment losses 129
1.77
201
2.77
Change in Marketplace premium deficiency reserve for 2017 service dates (30 ) (0.33 ) 40
0.45
Termination fee received for terminated Medicare acquisition —
—
(75 ) (0.84 )
$ 217
$ 2.83
$ 327
$ 4.30



	Three Months Ended June 30,												Six Months Ended June 30,
	2019						2018						2019						2018
	Amount			Per Diluted Share ⁽¹⁾			Amount			Per Diluted Share ⁽¹⁾			Amount			Per Diluted Share ⁽¹⁾			Amount			Per Diluted Share ⁽¹⁾
	(In millions except per diluted share amounts)
Restructuring costs	$	(2	)	$	(0.02	)	$	(8	)	$	(0.10	)	$	(5	)	$	(0.05	)	(33		)	(0.39		)
Gain (loss) on debt extinguishment	14			0.17			(5		)	(0.06		)	17			0.21			(15		)	(0.21		)
	$	12		$	0.15		$	(13	)	$	(0.16	)	$	12		$	0.16		$	(48	)	$	(0.60	)

~~________________________~~___________________


(1)	Except for permanent differences between GAAP and tax (such as certain ~~items~~expenses that are not deductible for tax ~~purposes,~~purposes), per diluted share amounts are generally calculated at ~~our~~the statutory income tax rate of ~~37%, which is in excess of the effective tax rate recorded in our consolidated statements of operations.~~ 22.6% and 22% for 2019 and 2018, respectively.

~~Marketplace Cost Share Reduction (CSR) Update~~

~~basis~~REPORTABLE SEGMENTS

HOW WE ASSESS PERFORMANCE

We derive our revenues primarily from health insurance premiums. Our primary customers are state Medicaid agencies and the federal government.

One of ~~CSR subsidies paid~~the key metrics used to ~~all health plans against~~assess the ~~actual~~performance of our Health Plans segment is the MCR, which represents the amount of medical care costs ~~incurred~~as a percentage of premium revenue. Therefore, the underlying margin, or the amount earned by the ~~health plans. Were such a reconciliation~~Health Plans segment after medical costs are deducted from premium revenue, is the most important measure of earnings reviewed by management.

Margin for our Health Plans segment is referred to ~~be performed for the full calendar year of 2017—consistent with past practice—we would be able~~as “Medical Margin.” Medical Margin amounted to offset nearly all of the $85 million expense incurred in the fourth quarter against the excess amounts received prior to September 30, 2017. However, should CMS transition to a nine month reconciliation period ending September 30, 2017—the last month for which CSR subsidies have been paid—the absence of CSR subsidy reimbursement would reduce income before income tax expense by approximately $85$583 million in the ~~fourth~~second quarter of ~~2017.~~

~~Nine Months ended September 30, 2017 Compared with Nine Months Ended September 30, 2016~~

~~Net loss per diluted share was $4.44~~2019, and $664 million in the ~~nine~~second quarter of 2018. Medical Margin amounted to $1,164 million in the six months ended ~~September~~June 30, ~~2017 compared with net income per diluted share of $1.77 reported for~~2019, and $1,265 million in the ~~nine~~six months ended ~~September~~June 30, ~~2016. Adjusted net loss per diluted share* was $4.17~~2018. Management’s discussion and analysis of the changes in the nine months ended September 30, 2017, compared with adjusted net income per diluted share*individual components of ~~$2.03~~Medical Margin follows.

See Notes to Consolidated Financial Statements, Note 11, “Segments,” for more information on our reportable segments.

HEALTH PLANS

The Health Plans segment consists of health plans operating in the nine months ended September 30, 2016. Loss before income tax benefit for the nine months ended September 30, 2017 was $296 million. Results for the nine months ended September 30, 2017, were affected by the significant items presented in the table, and as further described, above. In total, these adjustments increased pretax loss in the nine months ended September 30, 2017 by $327 million.

~~RESTRUCTURING AND PROFIT IMPROVEMENT PLAN UPDATE~~

As previously disclosed, we estimate that our restructuring plan will reduce annualized run-rate expenses by approximately $300 million to $400 million when completed by the end of 2018. We have already achieved $200 million of these run-rate reductions on an annualized basis, which will take full effect no later than January 1, 2018. Our third quarter results include approximately $10 million of these reductions. All savings targets discussed in regards to the restructuring plan represent annualized run-rate savings that we expect to achieve during the year following the indicated implementation date. We expect one-time costs associated with the restructuring plan to exceed the benefits realized in 2017 due to the upfront payment of implementation costs14 states and the ~~delayed benefit~~Commonwealth of ~~full savings until the beginning~~Puerto Rico. As of ~~2018.~~June 30, 2019, these health plans served approximately 3.4 million members eligible for Medicaid, Medicare, and other government-sponsored healthcare programs for low-income families and individuals, including Marketplace members, most of whom receive government premium subsidies.

TRENDS AND UNCERTAINTIES

~~ACA~~Decline in Membership and Premium Revenue

Medicaid Program

Our Medicaid contracts in New Mexico and in all but two regions in Florida terminated in late 2018 and early 2019. As a result, our Medicaid membership has decreased to approximately 97,000 members in Florida as of June 30, 2019, from 468,000 members in Florida and New Mexico, in the aggregate, as of December 31, 2018. In 2019, we continue to serve Medicare and Marketplace members in both Florida and New Mexico, as well as Medicaid members in two regions in Florida.

~~The future~~In addition, our Medicaid membership has declined further in Puerto Rico as a result of the Affordable Care Act (ACA) and its underlying programs, including the Marketplace, are subject to substantial uncertainty. We have taken the following steps in regards to our participation in the ACA Marketplace in 2018:


1.	~~As previously announced, we will exit the Utah and Wisconsin ACA Marketplaces effective December 31, 2017.~~


2.	In our remaining Marketplace plans, we are increasing 2018 premiums by 55% to take into account the absence of cost sharing reduction (CSR) subsidies and other risks related to ACA Marketplace uncertainties.


3.	~~We have reduced the scope of our 2018 participation in the state of Washington Marketplace.~~


4.	~~We continue to monitor the current political and programmatic developments pertaining to the ACA Marketplace.~~

~~Medicaid Contract Re-Procurement~~

~~The following table illustrates Health Plans segment Medicaid contracts scheduled for re-procurement in the near term. While we have been notified~~entry of the Medicaid regulators’ intention to re-procure the contracts, the anticipated award dates and effective dates are management’s current best estimates; such dates are subject to change. Premium revenue is stated in millions.

Premium Revenue
Membership as of Nine Months Ended Anticipated
State Health Plan Medicaid Program(s) September 30, 2017 September 30, 2017 Award Date Effective Date
Florida All 355,000
$ 1,105
Q2 2018 1/1/2019
New Mexico All 225,000
893
Q1 2018 1/1/2019
Texas ABD 87,000
1,065
Q3 2018 9/1/2019
Texas CHIP 24,000
31
Q4 2017 9/1/2018

~~Illinois Health Plan.~~ ~~In August 2017, Molina Healthcare of Illinois, Inc. was awarded a statewide Medicaid~~more managed care ~~contract by the Illinois Department~~organizations to that market late last year. We served approximately 200,000 members in Puerto Rico as of Healthcare and Family Services. This Medicaid contract further integrates behavioral health and physical health by combining the State’s three current managed care programs into one program. The contract begins January 1, 2018, for four yearsJune 30, 2019, compared with ~~options to renew annually for up to four additional years.~~ 252,000 members as of December 31, 2018.

~~REPORTABLE SEGMENTS~~

~~How We Assess Performance~~

~~We derive our revenues primarily from health insurance premiums, and our primary customers are state Medicaid agencies and the federal government.~~

~~One of the key metrics used to assess the performance of our most significant segment, the Health Plans segment, is the medical care ratio, or MCR. The medical care ratio represents medical care costs~~Primarily as a percentage of premium revenue. Therefore, the underlying gross margin, or the amount earned by the Health Plans segment after medical costs are deducted from premium revenue, is the most important measure of earnings reviewed by management.

Gross margin for our Health Plans segment is referred to as “Medical margin,” and for our Molina Medicaid Solutions and Other segments, as “Service margin.” The service margin is equal to service revenue minus cost of service revenue. Management’s discussion and analysisresult of the changes described above, our Medicaid premium revenues have decreased 11% in the ~~individual components~~six months ended June 30, 2019, when compared with the six months ended June 30, 2018, and we expect our Medicaid premium revenues to continue to decline in 2019 compared with 2018.

Marketplace Program

We estimate that our 2019 Marketplace end-of-year enrollment will decrease to approximately 270,000 to 280,000 members due to expected attrition. This enrollment is lower than the 308,000 and 362,000 members enrolled as of ~~gross margin, by reportable segment, is presented~~June 30, 2019, and December 31, 2018, respectively. Consequently, we expect our Marketplace premium revenues to continue to decrease in 2019 compared with 2018.

Status of Upcoming Contract Re-Procurements

Medicaid Program

Texas. In late 2018, our Texas health plan submitted two separate request for proposal (“RFP”) responses: one with regard to the STAR+PLUS program; and the other with regard to the STAR/CHIP programs. Based on the state’s July 9, 2019, addendum to the STAR+PLUS RFP, we currently expect the STAR+PLUS, and STAR/CHIP awards to be announced in the ~~“Health Plans—Financial Overview,” “Molina Medicaid Solutions—Financial Overview,” and “Other—Financial Overview” sections~~third quarter of ~~this MD&A.~~2019, with an operational effective date of September 1, 2020. As of June 30, 2019, our Texas health plan served 86,000 members under the existing STAR+PLUS contract, under which we estimate annualized premium revenues of approximately $1,660 million in 2019. As of June 30, 2019, our Texas

~~SEGMENT SUMMARY~~health plan served 116,000 members under the existing STAR/CHIP contracts, under which we estimate annualized premium revenues of approximately $310 million in 2019.

Ohio. We have received information that the state of Ohio expects to release its Medicaid contract RFP early in 2020, with an announcement of the awards likely in the third quarter of 2020, and an operational effective date of January 1, 2021.

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(In millions)
Segment gross margin:
Health Plans medical margin ⁽¹⁾
$ 557
$ 443
$ 1,343
$ 1,285
Molina Medicaid Solutions service margin ⁽²⁾
5
6
13
17
Other ⁽²⁾
2
8
8
29
Total segment gross margin 564
457
1,364
1,331
Other operating revenues ⁽³⁾
124
222
379
625
Other operating expenses ⁽⁴⁾
(769 ) (561 ) (2,029 ) (1,644 )
Operating (loss) income (81 ) 118
(286 ) 312
Other expenses, net 32
26
10
76
(Loss) income before income tax expense (113 ) 92
(296 ) 236
Income tax (benefit) expense (16 ) 50
(46 ) 137
Net (loss) income $ (97 ) $ 42
$ (250 ) 99
California. We have received information that the state of California expects to release its Medicaid contract RFP in 2020, with new contracts effective in 2023.

~~_______________________~~


~~(1)~~	~~Represents premium revenue minus medical care costs.~~


~~(2)~~	~~Represents service revenue minus cost of service revenue.~~


~~(3)~~	~~Other operating revenues include premium tax revenue, health insurer fee revenue, investment income and other revenue.~~


~~(4)~~	Other operating expenses include general and administrative expenses, premium tax expenses, health insurer fee expenses, depreciation and amortization, impairment losses, and restructuring and separation costs.

A loss of any of our Texas, Ohio, or California Medicaid contracts would have a material adverse effect on our business, financial condition, cash flows, and results of operations.

MMP Program

~~HEALTH PLANS~~California. In late April 2019, the Centers for Medicare and Medicaid Services (“CMS”) approved the California Medicaid agency’s request for a three-year extension of its duals demonstration program, through December 31, 2022. We estimate annualized premium revenues of approximately $180 million in 2019 under our California MMP program.

Illinois. The ~~Health Plans segment consists~~current authority for our MMP program in Illinois ends December 31, 2019. In March 2019, the Illinois Medicaid agency submitted a request to CMS for a one-year extension of its duals demonstration program, through December 31, 2020, with a possible three-year extension through 2022. We estimate annualized premium revenues of approximately $130 million in 2019 under our Illinois MMP program.

Ohio. In late April 2019, CMS approved the Ohio Medicaid agency’s request for a three-year extension of its duals demonstration program, through December 31, 2022. We estimate annualized premium revenues of approximately $580 million in 2019 under our Ohio MMP program.

Pressures on Medicaid Funding

Due to states’ budget challenges and political agendas at both the state and federal levels, there are a number of different legislative proposals being considered, some of which would involve significantly reduced federal or state spending on the Medicaid program, constitute a fundamental change to the federal role in healthcare and, if enacted, could have a material adverse effect on our business, financial condition, cash flows and results of operations. These proposals include elements such as the following, as well as numerous other potential changes and reforms:

Changes in the entitlement nature of Medicaid (and perhaps Medicare as well) by capping future increases in federal health ~~plans operating~~spending for these programs, and shifting much more of the risk for health costs in 12the future to states and consumers;

Reversing the ~~Commonwealth~~ACA’s expansion of ~~Puerto Rico. As~~Medicaid that enables states to cover low-income childless adults;

Changing Medicaid to a state block grant program, including potentially capping spending on a per-enrollee basis;

Requiring Medicaid beneficiaries to work; and

Limiting the amount of ~~September 30, 2017, these health plans served approximately 4.5 million members eligible~~lifetime benefits for Medicaid ~~Medicare,~~beneficiaries.

ACA

In December 2018, in a case brought by the state of Texas and nineteen other ~~government-sponsored health care programs for low-income families~~states, a federal judge in Texas held that the ACA’s individual mandate is unconstitutional. He further held that the individual mandate is inseverable from the entire body of the ACA, and ~~individuals. This membership includes Affordable Care Act Marketplace (Marketplace) members, most~~thus the entire ACA is unconstitutional. The District Court stayed its order pending appeal, and the decision has now been appealed to and argued before a three judge panel of ~~whom receive government premium subsidies.~~

~~BUSINESS OVERVIEW~~

~~Recent Developments — Health Plans Segment~~

~~Refer~~the Fifth Circuit Court of Appeals. A decision of that court is expected by October of 2019, after which the case may be further appealed to ~~Notes to Consolidated Financial Statements, Note 1, “Basis~~the United States Supreme Court. Any final, not-appealable determination that the ACA is unconstitutional would have a material adverse effect on our business, financial condition, cash flows, and results of ~~Presentation.”~~operations.

~~Health Plans Membership~~MEMBERSHIP

The following tables set forth our Health Plans membership as of the dates indicated:


	September 30, 2017	December 31, 2016	September 30, 2016	June 30, 2019	December 31, 2018	June 30, 2018
Ending Membership by Program:
Temporary Assistance for Needy Families (TANF) and Children’s Health Insurance Program (CHIP)	2,451,000	2,536,000	2,529,000
TANF and CHIP				2,008,000	2,295,000	2,464,000
Medicaid Expansion				595,000	660,000	675,000
ABD				359,000	406,000	415,000
Total Medicaid				2,962,000	3,361,000	3,554,000
MMP – Integrated ⁽¹⁾				57,000	54,000	55,000
Medicare Special Needs Plans (“Medicare”)				43,000	44,000	45,000
Total Medicare				100,000	98,000	100,000
Total Medicaid and Medicare				3,062,000	3,459,000	3,654,000
Marketplace	877,000	526,000	568,000	308,000	362,000	409,000
Medicaid Expansion	662,000	673,000	658,000
Aged, Blind or Disabled (ABD)	411,000	396,000	395,000
Medicare-Medicaid Plan (MMP) – Integrated ⁽¹⁾	58,000	51,000	51,000
Medicare Special Needs Plans (Medicare)	44,000	45,000	45,000
				3,370,000	3,821,000	4,063,000
	4,503,000	4,227,000	4,246,000
Ending Membership by Health Plan:
California	751,000	683,000	683,000	590,000	608,000	639,000
Florida	641,000	553,000	563,000
Florida ⁽²⁾				142,000	313,000	398,000
Illinois	163,000	195,000	195,000	221,000	224,000	219,000
Michigan	399,000	391,000	387,000	360,000	383,000	397,000
New Mexico	256,000	254,000	253,000
New York	33,000	35,000	37,000
New Mexico ⁽²⁾				26,000	222,000	241,000
Ohio	343,000	332,000	339,000	297,000	302,000	320,000
Puerto Rico	306,000	330,000	331,000	200,000	252,000	326,000
South Carolina	113,000	109,000	109,000	130,000	120,000	114,000
Texas	444,000	337,000	352,000	360,000	423,000	450,000
Utah	160,000	146,000	150,000
Washington	770,000	736,000	716,000	811,000	781,000	776,000
Wisconsin	124,000	126,000	131,000
Other ⁽³⁾				233,000	193,000	183,000
	4,503,000	4,227,000	4,246,000	3,370,000	3,821,000	4,063,000

_________________________


(1)	MMP members receive both Medicaid and Medicare coverage from Molina Healthcare.


(2)	Our Medicaid contracts in New Mexico and in all but two regions in Florida terminated in late 2018 and early 2019. During 2019, we continue to serve Medicare and Marketplace members in both Florida and New Mexico, as well as Medicaid members in two regions in Florida.


(3)	“Other” includes the Idaho, Mississippi, New York, Utah and Wisconsin health plans, which are not individually significant to our consolidated operating results.

~~Premiums by Program~~

The amount of the premiums paid to our health plans may vary substantially between states and among various government programs. The following table sets forth the ranges of premiums paid to our state health plans by program on a per member per month (PMPM) basis, for the nine months ended September 30, 2017. The “Consolidated” column represents the weighted-average amounts for our total membership by program.

PMPM Premiums
Low High Consolidated
TANF and CHIP $ 120.00
$ 310.00
$ 180.00
Marketplace 190.00
470.00
280.00
Medicaid Expansion 320.00
510.00
390.00
ABD 380.00
1,480.00
1,030.00
MMP – Integrated 1,250.00
3,280.00
2,190.00
Medicare 960.00
1,260.00
1,140.00

THREE AND SIX MONTHS ENDED JUNE 30, 2019, COMPARED WITH THREE AND SIX MONTHS ENDED JUNE 30, 2018

~~FINANCIAL OVERVIEW~~

In the third quarter of 2017, premium revenue increased approximately 14%, or $586 million, when compared with the third quarter of 2016. Member months grew 8% while revenue PMPM increased 6%. Medical care costs as a percent of premium revenue decreased to 88.3% in the third quarter of 2017 from 89.4% in the third quarter of 2016. Medical margin increased 26% in the third quarter of 2017 from the third quarter of 2016.

In the nine months ended September 30, 2017, premium revenue increased approximately 16%, or $1,950 million, when compared with the nine months ended September 30, 2016. Member months grew 11% while revenue PMPM increased 5%. Medical care costs as a percent of premium revenue increased to 90.5% in the nine months ended September 30, 2017 from 89.5% in the nine months ended September 30, 2016. Medical margin increased 5% in the nine months ended September 30, 2017 from the nine months ended September 30, 2016.

FINANCIAL PERFORMANCE BY PROGRAM

The following tables summarize member months, premium revenue, medical care costs, ~~medical care ratio~~MCR and medical margin by program for the periods indicated (PMPM amounts are in whole dollars; member months and other dollar amounts are in millions):


	Three Months Ended September 30, 2017															Three Months Ended June 30, 2019
	Member Months ⁽¹⁾	Premium Revenue				Medical Care Costs				MCR ⁽²⁾			Medical Margin			Member Months ⁽¹⁾			Premium Revenue								Medical Care Costs							MCR ⁽²⁾			Medical Margin
	Member Months ⁽¹⁾	Total		PMPM		Total		PMPM					Medical Margin			Member Months ⁽¹⁾		Total				PMPM				Total				PMPM				MCR ⁽²⁾			Medical Margin
TANF and CHIP	7.5	$	1,392	$	185.95	$	1,242	$	165.76	MCR ⁽²⁾	89.1	%		$	150		6.1			$	1,196			$	196.36			$	1,048			$	172.13		87.7	%		$	148
Medicaid Expansion	2.0	773		385.58		667		332.99		86.4			106			1.8			695				384.94				594				328.85			85.4			101
ABD	1.2	1,288		1,038.85		1,259		1,016.06		97.8			29			1.1			1,176				1,088.48				1,061				981.84			90.2			115
Total Medicaid	10.7	3,453		321.77		3,168		295.23		91.8			285			9.0			3,067				341.72				2,703				301.15			88.1			364
MMP	0.2	378		2,263.07		336		2,013.67		89.0			42			0.1			406				2,421.89				356				2,118.95			87.5			50
Medicare	0.1	163		1,231.61		126		951.01		77.2			37			0.2			166				1,296.99				132				1,034.43			79.8			34
Total Medicare	0.3	541		1,806.26		462		1,543.05		85.4			79			0.3			572				1,934.17				488				1,648.73			85.2			84
Excluding Marketplace	11.0	3,994		362.04		3,630		329.08		90.9			364
Total Medicaid and Medicare																9.3			3,639				392.52				3,191				344.14			87.7			448
Marketplace	2.7	783		301.72		590		227.22		75.3			193			0.9			410				440.20				275				295.71			67.2			135
	13.7	$	4,777	$	350.55	$	4,220	$	309.68	88.3	%		$	557		10.2			$	4,049			$	396.87			$	3,466			$	339.72		85.6	%		$	583



	Three Months Ended June 30, 2018
	Member Months ⁽¹⁾	Premium Revenue				Medical Care Costs				MCR ⁽²⁾		Medical Margin
	Member Months ⁽¹⁾	Total		PMPM		Total		PMPM		MCR ⁽²⁾		Medical Margin
TANF and CHIP	7.5	$	1,393	$	186.18	$	1,205	$	161.13	86.5	%	$	188
Medicaid Expansion	2.1	761		372.04		676		330.83		88.9		85
ABD	1.3	1,288		1,033.34		1,209		969.27		93.8		79
Total Medicaid	10.9	3,442		319.52		3,090		286.89		89.8		352
MMP	0.1	367		2,224.30		313		1,893.91		85.1		54
Medicare	0.2	157		1,168.40		133		989.33		84.7		24
Total Medicare	0.3	524		1,751.49		446		1,488.85		85.0		78
Total Medicaid and Medicare	11.2	3,966		358.23		3,536		319.37		89.2		430
Marketplace	1.2	548		440.93		314		253.04		57.4		234
	12.4	$	4,514	$	366.57	$	3,850	$	312.68	85.3	%	$	664


	Three Months Ended September 30, 2016															Six Months Ended June 30, 2019
	Member Months ⁽¹⁾	Premium Revenue				Medical Care Costs				MCR ⁽²⁾			Medical Margin			Member Months ⁽¹⁾			Premium Revenue								Medical Care Costs							MCR ⁽²⁾			Medical Margin
	Member Months ⁽¹⁾	Total		PMPM		Total		PMPM					Medical Margin			Member Months ⁽¹⁾		Total				PMPM				Total				PMPM				MCR ⁽²⁾			Medical Margin
TANF and CHIP	7.6	$	1,373	$	180.74	$	1,246	$	164.04	MCR ⁽²⁾	90.8	%		$	127		12.3			$	2,369			$	192.83			$	2,070			$	168.56		87.4	%		$	299
Medicaid Expansion	2.0	763		386.98		642		325.68		84.2			121			3.6			1,359				377.30				1,188				329.65			87.4			171
ABD	1.1	1,186		1,008.28		1,094		929.93		92.2			92			2.2			2,343				1,078.40				2,103				967.59			89.7			240
Total Medicaid	10.7	3,322		309.19		2,982		277.55		89.8			340			18.1			6,071				336.20				5,361				296.85			88.3			710
MMP	0.2	334		2,165.26		280		1,818.75		84.0			54			0.3			794				2,388.88				689				2,073.30			86.8			105
Medicare	0.1	136		1,019.19		134		1,003.85		98.5			2			0.3			329				1,290.88				265				1,041.06			80.6			64
Total Medicare	0.3	470		1,633.62		414		1,440.73		88.2			56			0.6			1,123				1,911.98				954				1,624.97			85.0			169
Excluding Marketplace	11.0	3,792		343.68		3,396		307.84		89.6			396
Total Medicaid and Medicare																18.7			7,194				385.82				6,315				338.67			87.8			879
Marketplace	1.7	399		238.86		352		210.38		88.1			47			1.9			807				415.94				522				269.14			64.7			285
	12.7	$	4,191	$	329.88	$	3,748	$	295.01	89.4	%		$	443		20.6			$	8,001			$	388.66			$	6,837			$	332.11		85.5	%		$	1,164

Nine Months Ended September 30, 2017

Member
Months ⁽¹⁾
Premium Revenue Medical Care Costs
MCR ⁽²⁾
Medical Margin
Total PMPM Total PMPM
TANF and CHIP 22.8
$ 4,185
$ 183.69
$ 3,861
$ 169.44
92.2 % $ 324
Medicaid Expansion 6.1
2,376
389.14
2,045
334.93
86.1
331
ABD 3.6
3,769
1,033.45
3,634
996.58
96.4
135
Total Medicaid 32.5
10,330
317.49
9,540
293.21
92.4
790
MMP 0.5
1,083
2,189.96
976
1,974.22
90.1
107
Medicare 0.4
449
1,142.68
369
939.21
82.2
80
Total Medicare 0.9
1,532
1,726.39
1,345
1,516.09
87.8
187
Excluding Marketplace 33.4
11,862
354.88
10,885
325.66
91.8
977
Marketplace 8.4
2,303
276.27
1,937
232.31
84.1
366
41.8
$ 14,165
$ 339.19
$ 12,822
$ 307.03
90.5 % $ 1,343


	Nine Months Ended September 30, 2016															Six Months Ended June 30, 2018
	Member Months ⁽¹⁾	Premium Revenue				Medical Care Costs				MCR ⁽²⁾			Medical Margin			Member Months ⁽¹⁾			Premium Revenue								Medical Care Costs							MCR ⁽²⁾			Medical Margin
	Member Months ⁽¹⁾	Total		PMPM		Total		PMPM					Medical Margin			Member Months ⁽¹⁾		Total				PMPM				Total				PMPM				MCR ⁽²⁾			Medical Margin
TANF and CHIP	22.5	$	3,999	$	177.60	$	3,646	$	161.93	MCR ⁽²⁾	91.2	%		$	353		14.9			$	2,766			$	185.66			$	2,477			$	166.32		89.6	%		$	289
Medicaid Expansion	5.8	2,184		376.98		1,850		319.38		84.7			334			4.1			1,513				372.39				1,317				324.19			87.1			196
ABD	3.5	3,466		987.20		3,173		903.85		91.6			293			2.5			2,542				1,023.83				2,364				951.99			93.0			178
Total Medicaid	31.8	9,649		303.23		8,669		272.46		89.9			980			21.5			6,821				318.11				6,158				287.22			90.3			663
MMP	0.5	989		2,160.14		867		1,894.38		87.7			122			0.3			724				2,180.86				618				1,858.87			85.2			106
Medicare	0.4	396		1,015.14		385		986.40		97.2			11			0.3			314				1,178.58				264				992.05			84.2			50
Total Medicare	0.9	1,385		1,633.26		1,252		1,476.57		90.4			133			0.6			1,038				1,735.05				882				1,473.30			84.9			156
Excluding Marketplace	32.7	11,034		337.76		9,921		303.72		89.9			1,113
Total Medicaid and Medicare																22.1			7,859				356.59				7,040				319.43			89.6			819
Marketplace	5.1	1,181		231.69		1,009		197.77		85.4			172			2.6			978				373.67				532				203.34			54.4			446
	37.8	$	12,215	$	323.44	$	10,930	$	289.41	89.5	%		$	1,285		24.7			$	8,837			$	358.40			$	7,572			$	307.11		85.7	%		$	1,265

_______________________


(1)	A member month is defined as the aggregate of each month’s ending membership for the period presented.


(2)	“MCR” represents medical costs as a percentage of premium revenue.

~~Medicaid: TANF/CHIP,~~ Medicaid ~~Expansion and ABD~~Program

The ~~medical care ratios~~Medical Margin of ~~the combined TANF/CHIP,~~our Medicaid ~~Expansion and ABD programs~~program increased ~~to 91.8%~~$12 million, or 3% in the ~~third~~second quarter of 2017, from 89.8% in the third quarter of 2016. Margin pressures at the California health plan (primarily due to reduced Medicaid Expansion premium rates effective July 1, 2017), the Florida health plan; and the Illinois health plan more than offset improved performance at the Washington health plan.

The medical care ratios of the combined TANF/CHIP, Medicaid Expansion and ABD programs increased to 92.4% in the nine months ended September 30, 2017, from 89.9% in the nine months ended September 30, 2016. For the nine months ended September 30, 2017, margin pressures at the Florida, Illinois, New Mexico and Texas health plans more than offset improved performance at the Washington health plan. Financial results for the Texas health plan in 2016 benefited from the recognition of $44 million of quality revenue related to 2015 and 2014.

~~MMP and Medicare~~

~~The medical care ratio for these programs, in the aggregate, decreased in the third quarter of 2017~~2019 when compared with the ~~third~~second quarter of ~~2016,~~2018, and ~~also~~increased $47 million, or 7% in the ~~nine~~six months ended ~~September~~June 30, ~~2017, compared with the nine months ended September 30, 2016. Utilization of inpatient and pharmacy services among our Medicare members has been subdued for the first nine months of 2017.~~

~~Marketplace~~

~~Marketplace member months increased 64% in the nine months ended September 30, 2017,~~2019, when compared with the ~~nine~~six months ended ~~September~~June 30, ~~2016, as~~2018. The increase in both periods was due to improvement in the overall Medicaid MCR, which more than offset the impact of declining Medicaid premium revenue. The Medicaid MCR decreased to 88.1% from 89.8%, or 170 basis points, in the second quarter of 2019 when compared to the same period in 2018, and decreased to 88.3% from 90.3%, or 200 basis points, in the six months ended June 30, 2019, when compared with the same period in 2018.

The improved Medicaid MCR for both periods in 2019 mainly resulted from a ~~result~~lower MCR in the ABD program, which was principally driven by lower pharmacy costs from re-contracted pharmacy benefits management and our continued focus on medical cost management. The improvement in the MCR for the second quarter of ~~membership growth primarily~~2019 was additionally driven by a decrease in the Medicaid Expansion MCR, which improved 350 basis points when compared with the second quarter of 2018, mainly due to the impact of rate increases and retrospective premium increases. The Medicaid Expansion MCR increased slightly in the six months ended June 30, 2019, when compared with the six months ended June 30, 2018, due to lower premium revenue in California and higher inpatient and outpatient fee for service costs in California. The decline in Expansion premium revenue in California mainly resulted from the rate reduction we received in July 2018.

Medicaid premium revenue decreased $375 million and $750 million in the second quarter of 2019 and the six months ended June 30, 2019, respectively, mainly due to the loss in membership in connection with the termination of our Medicaid contracts in New Mexico and in all but two regions in Florida in late 2018 and ~~Texas.~~early 2019, partially

offset by net rate increases in certain other markets. As noted above, we expect lower Medicaid premium revenue throughout 2019, when compared with 2018.

Medicare Program

The ~~medical care ratio~~Medical Margin of our Medicare program increased $6 million, or 8%, in the second quarter of 2019, when compared with the second quarter of 2018, and increased $13 million, or 8%, in the six months ended June 30, 2019 when compared with the six months ended June 30, 2018. Premiums continue to increase and are higher compared with the prior year, mainly due to risk scores that are more commensurate with the acuity of our population.

Marketplace Program

The Marketplace Medical Margin decreased $99 million in the second quarter of 2019, when compared with the second quarter of 2018, and decreased $161 million in the six months ended June 30, 2019, when compared with the six months ended June 30, 2018. The decrease in both periods in 2019 is mostly attributed to a decrease in premium revenues, driven by a decrease in membership of over 20%, partially offset by premium rate increases and increased premiums tied to risk scores. Additionally, the decrease in premiums in both periods in 2019 reflects a relatively smaller benefit from prior year Marketplace risk adjustment in 2019 compared with 2018, and the impact of higher acuity membership. As noted above, we expect Marketplace premium revenue to be lower in 2019, when compared with 2018.

The decrease in Medical Margin for the six months ended June 30, 2019, was partially driven by the impact of $76 million of CSR reimbursement recognized in the six months ended June 30, 2018. The CSR benefit related to 2017 dates of service and was recognized following the federal government’s confirmation that the reconciliation would be performed on an annual basis. In the fourth quarter of 2017, we had assumed a nine-month reconciliation of this item pending confirmation of the time period to which the 2017 reconciliation would be applied.

The MCR for the Marketplace program ~~decreased~~amounted to ~~75.3%~~67.2% in the ~~third~~second quarter of ~~2017, from 88.1%~~2019, compared with 57.4% in the ~~third~~second quarter of ~~2016. Absent a $30 million reduction to a previously established premium deficiency reserve, the medical care ratio for our Marketplace program would have been approximately 79%~~2018, and 64.7% in the ~~third quarter~~six months ended June 30, 2019, compared with 54.4% in the six months ended June 30, 2018. The increased MCR in both periods in 2019 reflects a relatively smaller benefit from prior year Marketplace risk adjustment in 2019 compared with 2018, and the impact of ~~2017. The medical care ratio~~higher acuity membership, partially offset by the impact of rate increases and increased premiums tied to risk scores. Additionally, the increase in MCR for the six months ended June 30, 2019, reflects the impact of the ~~Marketplace program for~~CSR reimbursement recognized in the ~~nine~~six months ended ~~September~~June 30, ~~2017 was 84.1%, and generally consistent with the medical care ratio reported for the same period in 2016.~~2018.

FINANCIAL PERFORMANCE BY ~~STATE~~HEALTH PLAN

The following tables summarize member months, premium revenue, medical care costs, ~~medical care ratio,~~MCR, and medical margin by state health plan for the periods indicated (PMPM amounts are in whole dollars; member months and other dollar amounts are in millions):

Health Plans Segment Financial Data — ~~Non-Marketplace~~Medicaid and Medicare

Three Months Ended September 30, 2017
Member
Months Premium Revenue Medical Care Costs MCR Medical Margin
Total PMPM Total PMPM
California 1.9
$ 601
$ 322.97
$ 563
$ 302.67
93.7 % $ 38
Florida 1.0
388
355.59
390
356.83
100.3
(2 )
Illinois 0.5
137
287.69
138
289.36
100.6
(1 )
Michigan 1.2
390
337.17
345
298.83
88.6
45
New Mexico 0.7
304
429.07
277
390.91
91.1
27
New York (3) 0.1
43
435.00
41
413.02
94.9
2
Ohio 0.9
549
560.06
483
492.61
88.0
66
Puerto Rico 1.0
191
202.59
159
168.25
83.1
32
South Carolina 0.3
113
332.48
101
297.74
89.6
12
Texas 0.7
541
778.50
506
728.19
93.5
35
Utah 0.2
89
318.98
71
254.99
79.9
18
Washington 2.3
612
276.73
522
236.11
85.3
90
Wisconsin 0.2
34
175.77
27
141.78
80.7
7
Other (4) —
2
—
7
—
—
(5 )
11.0
$ 3,994
$ 362.04
$ 3,630
$ 329.08
90.9 % $ 364


	Three Months Ended September 30, 2016															Three Months Ended June 30, 2019
	Member Months	Premium Revenue				Medical Care Costs				MCR			Medical Margin			Member Months			Premium Revenue								Medical Care Costs							MCR			Medical Margin
	Member Months	Total		PMPM		Total		PMPM					Medical Margin			Member Months		Total				PMPM				Total				PMPM				MCR			Medical Margin
California	1.8	$	575	$	310.64	$	493	$	266.81	MCR	85.9	%		$	82		1.6			$	499			$	305.40			$	415			$	253.85		83.1	%		$	84
Florida	1.0	335		323.98		317		305.71		94.4			18			0.3			126				417.10				120				399.22			95.7			6
Illinois	0.6	163		275.26		145		244.86		89.0			18			0.6			242				364.15				215				323.96			89.0			27
Michigan	1.2	385		335.34		335		291.69		87.0			50			1.1			403				376.39				332				310.08			82.4			71
New Mexico	0.7	323		451.06		293		409.24		90.7			30
New York (3)	0.1	32		427.40		30		403.71		94.5			2
Ohio	1.0	492		497.08		417		421.95		84.9			75			0.9			630				701.22				553				615.59			87.8			77
Puerto Rico	1.0	184		183.46		167		167.44		91.3			17			0.6			122				198.95				109				177.56			89.2			13
South Carolina	0.3	102		312.28		94		285.97		91.6			8			0.4			140				362.24				125				322.55			89.0			15
Texas	0.7	534		728.84		484		662.79		90.9			50			0.7			598				916.74				551				844.02			92.1			47
Utah	0.3	83		288.59		71		242.77		84.1			12
Washington	2.0	546		264.01		500		241.49		91.5			46			2.4			611				257.79				535				225.67			87.5			76
Wisconsin	0.3	35		166.82		26		125.86		75.4			9
Other (4)	—	3		—		24		—		—			(21		)
Other ^{(1) (2)}																0.7			268				394.85				236				347.43			88.0			32
	11.0	$	3,792	$	343.68	$	3,396	$	307.84	89.6	%		$	396		9.3			$	3,639			$	392.52			$	3,191			$	344.14		87.7	%		$	448

Nine Months Ended September 30, 2017
Member
Months Premium Revenue Medical Care Costs MCR Medical Margin
Total PMPM Total PMPM
California 5.6
$ 1,771
$ 316.83
$ 1,586
$ 283.82
89.6 % $ 185
Florida 3.2
1,132
347.41
1,112
341.15
98.2
20
Illinois 1.6
447
284.18
492
312.54
110.0
(45 )
Michigan 3.5
1,162
332.60
1,035
296.28
89.1
127
New Mexico 2.2
933
431.70
887
410.24
95.0
46
New York (3) 0.3
135
444.77
128
421.58
94.8
7
Ohio 2.9
1,598
541.56
1,434
486.02
89.7
164
Puerto Rico 2.9
553
190.99
513
177.01
92.7
40
South Carolina 1.0
329
325.43
301
298.43
91.7
28
Texas 2.1
1,592
760.76
1,468
701.32
92.2
124
Utah 0.8
267
315.35
219
258.64
82.0
48
Washington 6.7
1,835
275.60
1,603
240.83
87.4
232
Wisconsin 0.6
101
170.64
80
136.04
79.7
21
Other (4) —
7
—
27
—
—
(20 )
33.4
$ 11,862
$ 354.88
$ 10,885
$ 325.66
91.8 % $ 977

Nine Months Ended September 30, 2016
Member
Months Premium Revenue Medical Care Costs MCR Medical Margin
Total PMPM Total PMPM
California 5.5
$ 1,603
$ 291.20
$ 1,411
$ 256.41
88.1 % $ 192
Florida 3.0
974
322.69
892
295.43
91.6
82
Illinois 1.8
466
266.11
414
236.39
88.8
52
Michigan 3.6
1,136
323.08
1,013
288.13
89.2
123
New Mexico 2.1
974
460.71
873
412.92
89.6
101
New York (3) 0.1
32
427.40
30
403.71
94.5
2
Ohio 2.9
1,444
489.63
1,286
435.99
89.0
158
Puerto Rico 3.0
535
176.44
516
170.46
96.6
19
South Carolina 0.9
273
288.93
232
245.13
84.8
41
Texas 2.2
1,650
744.71
1,466
662.01
88.9
184
Utah 0.9
255
293.33
221
253.79
86.5
34
Washington 6.0
1,576
261.23
1,431
237.20
90.8
145
Wisconsin 0.7
107
165.53
78
120.82
73.0
29
Other (4) —
9
—
58
—
—
(49 )
32.7
$ 11,034
$ 337.76
$ 9,921
$ 303.72
89.9 % $ 1,113



	Three Months Ended June 30, 2018
	Member Months	Premium Revenue				Medical Care Costs				MCR		Medical Margin
	Member Months	Total		PMPM		Total		PMPM		MCR		Medical Margin
California	1.8	$	517	$	289.80	$	441	$	247.36	85.4	%	$	76
Florida	1.2	377		353.81		362		339.31		95.9		15
Illinois	0.6	203		311.60		170		261.59		84.0		33
Michigan	1.2	388		342.45		331		292.20		85.3		57
New Mexico ⁽²⁾	0.7	313		469.88		290		435.36		92.7		23
Ohio	1.0	535		571.08		482		514.57		90.1		53
Puerto Rico	0.9	184		188.26		165		168.20		89.3		19
South Carolina	0.4	123		350.22		107		304.20		86.9		16
Texas	0.7	576		835.66		510		740.55		88.6		66
Washington	2.2	571		252.61		526		232.49		92.0		45
Other ⁽¹⁾	0.5	179		322.99		152		274.59		85.0		27
	11.2	$	3,966	$	358.23	$	3,536	$	319.37	89.2	%	$	430



	Six Months Ended June 30, 2019
	Member Months	Premium Revenue				Medical Care Costs				MCR		Medical Margin
	Member Months	Total		PMPM		Total		PMPM		MCR		Medical Margin
California	3.3	$	998	$	302.59	$	863	$	261.66	86.5	%	$	135
Florida	0.7	288		399.86		247		343.24		85.8		41
Illinois	1.3	469		356.16		400		303.50		85.2		69
Michigan	2.2	798		369.66		658		305.00		82.5		140
Ohio	1.8	1,220		680.20		1,090		607.85		89.4		130
Puerto Rico	1.2	224		181.91		199		161.40		88.7		25
South Carolina	0.8	276		362.68		240		315.84		87.1		36
Texas	1.3	1,197		909.59		1,083		822.59		90.4		114
Washington	4.8	1,225		258.10		1,121		236.19		91.5		104
Other ^{(1) (2)}	1.3	499		383.07		414		317.56		82.9		85
	18.7	$	7,194	$	385.82	$	6,315	$	338.67	87.8	%	$	879



	Six Months Ended June 30, 2018
	Member Months	Premium Revenue				Medical Care Costs				MCR		Medical Margin
	Member Months	Total		PMPM		Total		PMPM		MCR		Medical Margin
California	3.6	$	1,011	$	281.14	$	853	$	237.26	84.4	%	$	158
Florida	2.2	759		352.68		707		328.26		93.1		52
Illinois	1.1	344		305.94		292		259.87		84.9		52
Michigan	2.3	764		339.56		662		294.19		86.6		102
New Mexico ⁽²⁾	1.4	632		468.00		600		444.44		95.0		32
Ohio	1.9	1,086		573.87		942		497.75		86.7		144
Puerto Rico	1.9	370		190.68		339		174.74		91.6		31
South Carolina	0.7	245		349.15		211		300.87		86.2		34
Texas	1.4	1,138		822.72		1,029		744.05		90.4		109
Washington	4.5	1,155		254.64		1,100		242.48		95.2		55
Other ⁽¹⁾	1.1	355		318.94		305		273.97		85.9		50
	22.1	$	7,859	$	356.59	$	7,040	$	319.43	89.6	%	$	819

______________________


(1)	“Other” includes the Idaho, Mississippi, New York, Utah and Wisconsin health plans, which are not individually significant to our consolidated operating results.


(2)	In 2019, “Other” includes the New Mexico health plan. The New Mexico health plan’s Medicaid contract terminated on December 31, 2018, and therefore its 2019 results are not individually significant to our consolidated operating results.

Health Plans Segment Financial Data — Marketplace


	Three Months Ended September 30, 2017																Three Months Ended June 30, 2019
	Member Months	Premium Revenue				Medical Care Costs					MCR			Medical Margin			Member Months			Premium Revenue								Medical Care Costs							MCR			Medical Margin
	Member Months	Total		PMPM		Total			PMPM					Medical Margin			Member Months		Total				PMPM				Total				PMPM				MCR			Medical Margin
California	0.3	$	88	$	208.19	$	63		$	147.87	MCR	71.0	%		$	25		0.2			$	61			$	382.22			$	35			$	220.31		57.6	%		$	26
Florida	0.9	260		313.36		235			283.13		90.4			25			0.1			50				390.03				30				236.50			60.6			20
Michigan	—	14		212.08		10			150.24		70.8			4			—			10				521.67				6				308.37			59.1			4
New Mexico	0.1	29		383.58		20			269.28		70.2			9
Ohio	0.1	23		386.09		20			364.31		94.4			3			0.1			24				754.67				19				565.69			75.0			5
Texas	0.7	183		291.14		109			172.70		59.3			74			0.3			167				379.29				117				267.12			70.4			50
Utah	0.3	49		241.65		31			155.13		64.2			18
Washington	0.1	42		327.40		33			256.52		78.3			9			0.1			51				803.11				35				548.48			68.3			16
Wisconsin	0.2	95		527.17		70			385.65		73.2			25
Other ⁽³⁾	—	—		—		(1		)	—		—			1
Other⁽¹⁾																	0.1			47				527.41				33				376.04			71.3			14
	2.7	$	783	$	301.72	$	590		$	227.22	75.3	%		$	193		0.9			$	410			$	440.20			$	275			$	295.71		67.2	%		$	135


	Three Months Ended September 30, 2016																Three Months Ended June 30, 2018
	Member Months	Premium Revenue				Medical Care Costs					MCR			Medical Margin			Member Months			Premium Revenue								Medical Care Costs							MCR			Medical Margin
	Member Months	Total		PMPM		Total			PMPM					Medical Margin			Member Months		Total				PMPM				Total				PMPM				MCR			Medical Margin
California	0.3	$	37	$	185.04	$	30		$	140.10	MCR	75.7	%		$	7		0.2			$	73			$	426.16			$	21			$	117.92		27.7	%		$	52
Florida	0.6	159		253.16		145			231.78		91.6			14			0.1			100				698.31				38				269.86			38.6			62
Michigan	—	2		221.84		2			132.62		59.8			—			—			15				288.67				7				146.97			50.9			8
New Mexico	0.1	15		290.63		11			220.32		75.8			4			—			31				418.82				18				247.06			59.0			13
Ohio	—	9		307.24		7			215.01		70.0			2			—			31				518.64				23				381.46			73.6			8
Texas	0.4	63		189.85		41			121.06		63.8			22			0.7			222				330.12				160				238.72			72.3			62
Utah	0.1	23		142.10		33			208.48		146.7			(10		)
Washington	0.1	23		307.55		21			300.71		97.8			2			0.2			56				787.80				41				572.48			72.7			15
Wisconsin	0.1	68		375.60		64			357.60		95.2			4
Other (3)	—	—		—		(2		)	—		—			2
Other⁽²⁾																	—			20				NM				6				NM			NM			14
	1.7	$	399	$	238.86	$	352		$	210.38	88.1	%		$	47		1.2			$	548			$	440.93			$	314			$	253.04		57.4	%		$	234


	Nine Months Ended September 30, 2017																Six Months Ended June 30, 2019
	Member Months	Premium Revenue				Medical Care Costs					MCR			Medical Margin			Member Months			Premium Revenue								Medical Care Costs							MCR			Medical Margin
	Member Months	Total		PMPM		Total			PMPM					Medical Margin			Member Months		Total				PMPM				Total				PMPM				MCR			Medical Margin
California	1.2	$	241	$	193.33	$	156		$	124.32	MCR	64.3	%		$	85		0.3			$	117			$	361.73			$	68			$	210.71		58.2	%		$	49
Florida	2.8	821		296.14		758			273.55		92.4			63			0.3			111				406.52				56				205.17			50.5			55
Michigan	0.2	41		187.96		27			126.76		67.4			14			—			20				492.23				11				255.98			52.0			9
New Mexico	0.2	82		338.18		62			256.05		75.7			20
Ohio	0.2	68		365.35		64			346.93		95.0			4			0.1			54				805.96				34				505.10			62.7			20
Texas	2.1	517		252.32		351			171.57		68.0			166			0.9			315				341.18				226				245.82			72.0			89
Utah	0.7	135		209.43		135			209.13		99.9			—
Washington	0.4	123		315.95		128			327.51		103.7			(5		)	0.1			98				756.26				64				490.84			64.9			34
Wisconsin	0.6	275		469.44		260			443.41		94.5			15
Other (3)	—	—		—		(4		)	—		—			4
Other⁽¹⁾																	0.2			92				501.13				63				344.61			68.8			29
	8.4	$	2,303	$	276.27	$	1,937		$	232.31	84.1	%		$	366		1.9			$	807			$	415.94			$	522			$	269.14		64.7	%		$	285


	Nine Months Ended September 30, 2016																Six Months Ended June 30, 2018
	Member Months	Premium Revenue				Medical Care Costs					MCR			Medical Margin			Member Months			Premium Revenue								Medical Care Costs							MCR			Medical Margin
	Member Months	Total		PMPM		Total			PMPM					Medical Margin			Member Months		Total				PMPM				Total				PMPM				MCR			Medical Margin
California	0.6	$	104	$	177.57	$	74		$	124.29	MCR	70.0	%		$	30		0.4			$	122			$	334.47			$	52			$	141.73		42.4	%		$	70
Florida	2.0	473		237.37		409			205.37		86.5			64			0.3			145				468.36				22				73.13			15.6			123
Michigan	—	7		213.35		5			138.37		64.9			2			0.1			28				254.69				16				145.49			57.1			12
New Mexico	0.2	42		264.76		32			201.73		76.2			10			0.1			65				429.19				37				246.77			57.5			28
Ohio	0.1	28		322.36		20			232.44		72.1			8			0.1			57				458.48				40				319.53			69.7			17
Texas	1.1	202		196.45		133			128.97		65.7			69			1.4			451				318.93				306				216.83			68.0			145
Utah	0.4	75		160.33		91			194.78		121.5			(16		)
Washington	0.2	58		281.80		48			235.78		83.7			10			0.2			95				653.89				71				486.90			74.5			24
Wisconsin	0.5	192		357.80		200			373.94		104.5			(8		)
Other (3)	—	—		—		(3		)	—		—			3
Other⁽²⁾																	—			15				NM				(12		)		NM			NM			27
	5.1	$	1,181	$	231.69	$	1,009		$	197.77	85.4	%		$	172		2.6			$	978			$	373.67			$	532			$	203.34		54.4	%		$	446

_________________________


(1)	“Other” includes the New Mexico, Utah and Wisconsin health plans, which are not individually significant to our consolidated operating results in 2019.


(2)	“Other” includes the Utah and Wisconsin health plans, where we did not participate in the Marketplace in 2018. Therefore, the ratios for 2018 periods are not meaningful (NM).

Health Plans Segment Financial Data — Total


	Three Months Ended September 30, 2017															Three Months Ended June 30, 2019
	Member Months	Premium Revenue				Medical Care Costs				MCR			Medical Margin			Member Months			Premium Revenue								Medical Care Costs							MCR			Medical Margin
	Member Months	Total		PMPM		Total		PMPM					Medical Margin			Member Months		Total				PMPM				Total				PMPM				MCR			Medical Margin
California	2.2	$	689	$	301.64	$	626	$	273.90	MCR	90.8	%		$	63		1.8			$	560			$	312.21			$	450			$	250.87		80.4	%		$	110
Florida	1.9	648		337.40		625		325.09		96.4			23			0.4			176				408.99				150				350.47			85.7			26
Illinois	0.5	137		287.69		138		289.36		100.6			(1		)	0.6			242				364.15				215				323.96			89.0			27
Michigan	1.2	404		330.27		355		290.63		88.0			49			1.1			413				378.86				338				310.05			81.8			75
New Mexico	0.8	333		424.61		297		378.98		89.3			36
New York ⁽¹⁾	0.1	43		435.00		41		413.02		94.9			2
Ohio	1.0	572		550.75		503		485.61		88.2			69			1.0			654				703.09				572				613.85			87.3			82
Puerto Rico	1.0	191		202.59		159		168.25		83.1			32			0.6			122				198.95				109				177.56			89.2			13
South Carolina	0.3	113		332.48		101		297.74		89.6			12			0.4			140				362.24				125				322.55			89.0			15
Texas	1.4	724		546.57		615		463.83		84.9			109			1.0			765				700.15				668				611.53			87.3			97
Utah	0.5	138		286.39		102		212.91		74.3			36
Washington	2.4	654		279.52		555		237.23		84.9			99			2.5			662				271.96				570				234.05			86.1			92
Wisconsin	0.4	129		345.63		97		259.66		75.1			32
Other ⁽²⁾	—	2		—		6		—		—			(4		)
Other ^{(1) (2)}																0.8			315				410.27				269				350.76			85.5			46
	13.7	$	4,777	$	350.55	$	4,220	$	309.68	88.3	%		$	557		10.2			$	4,049			$	396.87			$	3,466			$	339.72		85.6	%		$	583



	Three Months Ended June 30, 2018
	Member Months	Premium Revenue				Medical Care Costs				MCR		Medical Margin
	Member Months	Total		PMPM		Total		PMPM		MCR		Medical Margin
California	2.0	$	590	$	301.73	$	462	$	236.04	78.2	%	$	128
Florida	1.3	477		394.38		400		331.13		84.0		77
Illinois	0.6	203		311.60		170		261.59		84.0		33
Michigan	1.2	403		340.08		338		285.78		84.0		65
New Mexico⁽²⁾	0.7	344		464.90		308		416.99		89.7		36
Ohio	1.0	566		567.96		505		506.66		89.2		61
Puerto Rico	0.9	184		188.26		165		168.20		89.3		19
South Carolina	0.4	123		350.22		107		304.20		86.9		16
Texas	1.4	798		585.50		670		492.23		84.1		128
Washington	2.4	627		268.84		567		242.80		90.3		60
Other ⁽¹⁾	0.5	199		360.90		158		285.65		79.1		41
	12.4	$	4,514	$	366.57	$	3,850	$	312.68	85.3	%	$	664


	Three Months Ended September 30, 2016															Six Months Ended June 30, 2019
	Member Months	Premium Revenue				Medical Care Costs				MCR			Medical Margin			Member Months			Premium Revenue								Medical Care Costs							MCR			Medical Margin
	Member Months	Total		PMPM		Total		PMPM					Medical Margin			Member Months		Total				PMPM				Total				PMPM				MCR			Medical Margin
California	2.1	$	612	$	298.05	$	523	$	254.11	MCR	85.3	%		$	89		3.6			$	1,115			$	307.88			$	931			$	257.10		83.5	%		$	184
Florida	1.6	494		297.24		462		277.79		93.5			32			1.0			399				401.69				303				305.23			76.0			96
Illinois	0.6	163		275.26		145		244.86		89.0			18			1.3			469				356.16				400				303.50			85.2			69
Michigan	1.2	387		334.25		337		290.16		86.8			50			2.2			818				371.91				669				304.10			81.8			149
New Mexico	0.8	338		440.12		304		396.35		90.1			34
New York ⁽¹⁾	0.1	32		427.40		30		403.71		94.5			2
Ohio	1.0	501		491.51		424		415.87		84.6			77			1.9			1,274				684.77				1,124				604.12			88.2			150
Puerto Rico	1.0	184		183.46		167		167.44		91.3			17			1.2			224				181.91				199				161.40			88.7			25
South Carolina	0.3	102		312.28		94		285.97		91.6			8			0.8			276				362.68				240				315.84			87.1			36
Texas	1.1	597		559.98		525		493.07		88.1			72			2.2			1,512				675.34				1,309				584.90			86.6			203
Utah	0.4	106		236.31		104		230.53		97.6			2
Washington	2.1	569		265.48		521		243.49		91.7			48			4.9			1,323				271.34				1,185				242.96			89.5			138
Wisconsin	0.4	103		262.32		90		231.86		88.4			13
Other ⁽²⁾	—	3		—		22		—		—			(19		)
Other ^{(1) (2)}																1.5			591				397.61				477				320.90			80.7			114
	12.7	$	4,191	$	329.88	$	3,748	$	295.01	89.4	%		$	443		20.6			$	8,001			$	388.66			$	6,837			$	332.11		85.5	%		$	1,164


	Nine Months Ended September 30, 2017															Six Months Ended June 30, 2018
	Member Months	Premium Revenue				Medical Care Costs				MCR			Medical Margin			Member Months			Premium Revenue								Medical Care Costs							MCR			Medical Margin
	Member Months	Total		PMPM		Total		PMPM					Medical Margin			Member Months		Total				PMPM				Total				PMPM				MCR			Medical Margin
California	6.8	$	2,012	$	294.26	$	1,742	$	254.67	MCR	86.5	%		$	270		4.0			$	1,133			$	286.07			$	905			$	228.44		79.9	%		$	228
Florida	6.0	1,953		323.86		1,870		310.09		95.7			83			2.5			904				367.18				729				296.29			80.7			175
Illinois	1.6	447		284.18		492		312.54		110.0			(45		)	1.1			344				305.94				292				259.87			84.9			52
Michigan	3.7	1,203		324.12		1,062		286.35		88.3			141			2.4			792				335.59				678				287.23			85.6			114
New Mexico(2)	2.4	1,015		422.25		949		394.66		93.5			66			1.5			697				464.11				637				424.58			91.5			60
New York ⁽¹⁾	0.3	135		444.77		128		421.58		94.8			7
Ohio	3.1	1,666		531.17		1,498		477.81		90.0			168			2.0			1,143				566.77				982				486.79			85.9			161
Puerto Rico	2.9	553		190.99		513		177.01		92.7			40			1.9			370				190.68				339				174.74			91.6			31
South Carolina	1.0	329		325.43		301		298.43		91.7			28			0.7			245				349.15				211				300.87			86.2			34
Texas	4.2	2,109		509.09		1,819		439.11		86.3			290			2.8			1,589				567.95				1,335				477.43			84.1			254
Utah	1.5	402		269.48		354		237.20		88.0			48
Washington	7.1	1,958		277.83		1,731		245.62		88.4			227			4.7			1,250				267.01				1,171				250.05			93.6			79
Wisconsin	1.2	376		319.57		340		289.24		90.5			36
Other ⁽²⁾	—	7		—		23		—		—			(16		)
Other ⁽¹⁾																1.1			370				333.35				293				263.24			79.0			77
	41.8	$	14,165	$	339.19	$	12,822	$	307.03	90.5	%		$	1,343		24.7			$	8,837			$	358.40			$	7,572			$	307.11		85.7	%		$	1,265

Nine Months Ended September 30, 2016

Member
Months
Premium Revenue Medical Care Costs MCR Medical Margin
Total PMPM Total PMPM
California 6.1
$ 1,707
$ 280.21
$ 1,485
$ 243.64
86.9 % $ 222
Florida 5.0
1,447
288.74
1,301
259.60
89.9
146
Illinois 1.8
466
266.11
414
236.39
88.8
52
Michigan 3.6
1,143
322.08
1,018
286.77
89.0
125
New Mexico 2.3
1,016
447.07
905
398.22
89.1
111
New York ⁽¹⁾
0.1
32
427.40
30
403.71
94.5
2
Ohio 3.0
1,472
484.82
1,306
430.14
88.7
166
Puerto Rico 3.0
535
176.44
516
170.46
96.6
19
South Carolina 0.9
273
288.93
232
245.13
84.8
41
Texas 3.3
1,852
570.65
1,599
492.79
86.4
253
Utah 1.3
330
246.78
312
233.14
94.5
18
Washington 6.2
1,634
261.91
1,479
237.15
90.5
155
Wisconsin 1.2
299
252.45
278
235.25
93.2
21
Other ⁽²⁾
—
9
—
55
—
—
(46 )
37.8
$ 12,215
$ 323.44
$ 10,930
$ 289.41
89.5 % $ 1,285

__________________


(1)	~~The~~“Other” includes the Idaho, Mississippi, New York, Utah and Wisconsin health ~~plan was acquired on August 1, 2016.~~plans, which are not individually significant to our consolidated operating results.


(2)	~~“Other” medical care costs include primarily medically related administrative costs of~~ In 2019, “Other” includes the ~~parent company,~~New Mexico health plan. The New Mexico health plan’s Medicaid contract terminated on December 31, 2018, and ~~direct delivery costs.~~therefore its 2019 results are not individually significant to our consolidated operating results.

~~MEDICAL CARE COSTS BY TYPE~~

~~The following table provides the details of consolidated medical care costs by category for the periods indicated (dollars in millions except PMPM amounts):~~

Three Months Ended September 30,
2017 2016
Amount PMPM % of Total Amount PMPM % of Total
Fee for service $ 3,196
$ 234.51
75.8 % $ 2,799
$ 220.29
74.7 %
Pharmacy 638
46.85
15.1
567
44.65
15.1
Capitation 342
25.07
8.1
302
23.83
8.1
Direct delivery 18
1.37
0.4
21
1.66
0.5
Other 26
1.88
0.6
59
4.58
1.6
$ 4,220
$ 309.68
100.0 % $ 3,748
$ 295.01
100.0 %

Nine Months Ended September 30,
2017 2016
Amount PMPM % of Total Amount PMPM % of Total
Fee for service $ 9,630
$ 230.58
75.1 % $ 8,156
$ 215.96
74.6 %
Pharmacy 1,904
45.60
14.8
1,621
42.93
14.8
Capitation 1,022
24.47
8.0
901
23.86
8.3
Direct delivery 62
1.50
0.5
55
1.46
0.5
Other 204
4.88
1.6
197
5.20
1.8
$ 12,822
$ 307.03
100.0 % $ 10,930
$ 289.41
100.0 %

~~PREMIUM TAXES~~

The premium tax ratio (premium tax expense as a percentage of premium revenue plus premium tax revenue) was 2.2% in the third quarter of 2017 compared with 2.9% in the third quarter of 2016 and 2.3% in the nine months

ended September 30, 2017, compared with 2.7% in the nine months ended September 30, 2016. This decline was primarily due to the temporary suspension of a Michigan HMO use tax effective January 1, 2017, which was partially offset by a higher California premium tax rate effective July 1, 2016, and significant revenue growth at our Florida health plan, which operates in a state with no premium tax.

~~HEALTH INSURER FEE (HIF) REVENUE AND EXPENSES~~

~~The Consolidated Appropriations Act of 2016 provided for a HIF moratorium in 2017. Therefore, there are no HIF revenues or expenses in 2017.~~

~~MOLINA MEDICAID SOLUTIONS~~

~~FINANCIAL OVERVIEW~~

~~The Molina Medicaid Solutions segment service margin for the third quarter of 2017 and 2016, and for the nine months ended September 30, 2017 and 2016, was insignificant.~~

As discussed further in Notes to Consolidated Financial Statements, Note 10, “Impairment Losses,” we recorded a goodwill impairment charge of $28 million, reported in our consolidated statements of operations as “Impairment losses.”

OTHER

The Other segment includes ~~primarily our Pathways~~the historical results of the Medicaid management information systems (“MMIS”) and behavioral health ~~and social services provider, and~~subsidiaries we sold in the fourth quarter of 2018, as well as certain corporate amounts not allocated to ~~other reportable segments.~~the Health Plans segment. Prior to the fourth quarter of 2018, the MMIS subsidiary was reported as a stand-alone segment. Beginning in 2019, we no longer report service revenue or cost of service revenue as a result of the sales of the MMIS and behavioral health subsidiaries noted above.

FINANCIAL OVERVIEW

The Other segment ~~service~~ margin ~~for the third quarter of 2017 and 2016, and for the nine months ended September 30, 2017 and 2016, was insignificant.~~

~~As discussed further in Notes to Consolidated Financial Statements, Note 10, “Impairment Losses,”~~ in the second quarter ~~of 2017 we recorded impairment losses, primarily relating to our Pathways subsidiary, of $61 million for goodwill~~ and ~~$11 million for intangible assets, or $72 million in the aggregate. In the third quarter of 2017, we recorded a further goodwill impairment loss relating to the Pathways subsidiary, of $101 million.~~six months ended June 30, 2018, was insignificant.

~~OTHER CONSOLIDATED INFORMATION~~

~~GENERAL AND ADMINISTRATIVE EXPENSES~~

The G&A ratio was 7.6% for both the third quarter of 2017 and 2016. The G&A ratio increased to 8.2% for the nine months ended September 30, 2017, compared with 7.8% for the nine months ended September 30, 2016. Refer to discussion above, in “Consolidated Results.”

~~DEPRECIATION AND AMORTIZATION~~

~~Depreciation and amortization, as a percentage of total revenue, was 0.7% and 0.8% in the nine months ended September 30, 2017 and 2016, respectively.~~

~~IMPAIRMENT LOSSES~~

~~See Notes to Consolidated Financial Statements, Note 10, “Impairment Losses.”~~

~~RESTRUCTURING AND SEPARATION COSTS~~

~~See Notes to Consolidated Financial Statements, Note 11, “Restructuring and Separation Costs.”~~

~~INTEREST EXPENSE~~

Interest expense was $32 million for the third quarter of 2017, compared with $26 million for the third quarter of 2016. Interest expense was $85 million for the nine months ended September 30, 2017, compared with $76 million for the nine months ended September 30, 2016. Interest expense includes non-cash interest expense relating primarily to the amortization of the discount on convertible senior notes, which amounted to $8 million for both the third quarter of 2017 and 2016, and $24 million and $23 million in the nine months ended September 30, 2017 and 2016, respectively. We expect interest expense to continue to increase in future periods as a result of our recent $330 million offering of 4.875% Notes, and borrowings under the Credit Facility. See further discussion in Notes to Consolidated Financial Statements, Note 7, “Debt.”

~~OTHER INCOME, NET~~

As described in Notes to Consolidated Financial Statements, Note 1, “Basis of Presentation,” in February 2017, we received an aggregate termination fee of $75 million for the terminated Medicare Acquisition. This amount is reported in “Other income, net” in our consolidated statements of operations.

~~INCOME TAXES~~

The (benefit) provision for income taxes was recorded at an effective rate of 14.6% for the third quarter of 2017, compared with 54.0% for the third quarter of 2016, and an effective rate of 15.5% for the nine months ended September 30, 2017 compared with 58.0% for the nine months ended September 30, 2016. The significant change in the effective tax rate was primarily a result of pretax losses in 2017 combined with significant nondeductible expenses (primarily, separation costs and goodwill impairment) and the 2017 HIF moratorium as described above in “Health Plans—Health Insurer Fee (HIF) Revenue and Expenses.”

LIQUIDITY AND FINANCIAL CONDITION

~~INTRODUCTION~~LIQUIDITY

We manage our cash, investments, and capital structure to meet the short- and long-term obligations of our business while maintaining liquidity and financial flexibility. We forecast, analyze, and monitor our cash flows to enable prudent investment management and financing within the confines of our financial strategy.

We maintain liquidity at two levels: 1) the regulated health plan subsidiaries; and 2) the parent company. Our regulated health plan subsidiaries generate significant cash flows from premium revenue, which is generally received a short time before related healthcare services are paid. Such cash flows are our primary source of liquidity. Thus, any future decline in our profitability may have a negative impact on our liquidity. A majority of the assets held by our ~~Health Plans segment~~ regulated health plan subsidiaries is in the form of cash, cash equivalents, and investments.

When available and as permitted by applicable regulations, cash in excess of the capital needs of our regulated health plan subsidiaries is generally paid in the form of dividends to our parent company to be used for general corporate purposes. In the three and six months ended June 30, 2019, the parent received $345 million and $634 million, respectively, in dividends from the regulated health plan subsidiaries.

To satisfy minimum statutory net worth requirements, the parent company may contribute capital to the regulated health plan subsidiaries. In the three and six months ended June 30, 2019, the parent contributed capital of $6 million to the regulated health plan subsidiaries.

Cash, cash equivalents and investments at the parent company amounted to $467 million and $170 million as of June 30, 2019, and December 31, 2018, respectively. The increase in 2019 was mainly due to cash dividends received from our regulated health plan subsidiaries, and proceeds from borrowings under the Term Loan Facility, partially offset by principal repayments of our outstanding 1.125% Convertible Notes, as described further below in “Cash Flow Activities.”

Investments

After considering expected cash flows from operating activities, we generally invest cash of regulated subsidiaries that exceeds our expected short-term obligations in longer term, investment-grade, and marketable debt securities to improve our overall investment return. These investments are made pursuant to ~~board-approved~~board approved investment policies ~~that~~which conform to applicable state laws and regulations.

Our investment policies are designed to provide liquidity, preserve capital, and maximize total return on invested assets, all in a manner consistent with state requirements that prescribe the types of instruments in which our subsidiaries may invest. These investment policies require that our investments have final maturities of less than 10 years, or less than 10 years average life for structured securities. Professional portfolio managers operating under documented guidelines manage our investments and a portion of our cash equivalents. Our portfolio managers must obtain our prior approval before selling investments where the loss position of those investments exceeds certain levels.

Our investments are classified as current assets, except for our held-to-maturity restricted investments, which are classified as non-current assets, and which are not included in the totals below. Our held-to-maturity restricted investments are invested principally in certificates of deposit and U.S. ~~treasury securities.~~

~~Investment income increased~~Treasury securities; we have the ability to ~~$37 million for the nine months ended September 30, 2017, compared with $25 million for the nine months ended September 30, 2016, primarily due to the increase in invested~~hold such restricted investments until maturity. All of our unrestricted investments are classified as current assets.

~~MARKET RISK~~Cash Flow Activities

Our ~~earnings and financial position are exposed to financial market risk relating to changes in interest rates, and the resulting impact on investment income and interest expense.~~

Substantially all of our investments and restricted investments are subject to interest rate risk and will decrease in value if market interest rates increase. Assuming a hypothetical and immediate 1% increase in market interest rates at September 30, 2017, the fair value of our fixed income investments would decrease by approximately $25 million. Declines in interest rates over time will reduce our investment income.

For further information on fair value measurements and our investment portfolio, please refer to Notes to Consolidated Financial Statements, Note 4, “Fair Value Measurements,” and Note 5, “Investments.”

Borrowings under our Credit Facility bear interest based, at our election, on a base rate or an adjusted London Interbank Offered Rate (LIBOR), plus in each case the applicable margin. As of September 30, 2017, $300 million was outstanding under the Credit Facility.

~~LIQUIDITY~~

~~A condensed schedule of~~ cash flows ~~to facilitate our discussion of liquidity~~are summarized as follows:

Nine Months Ended September 30,
2017 2016 Change
(In millions)
Net cash provided by operating activities $ 957
$ 633
$ 324
Net cash used in investing activities (474 ) (131 ) (343 )
Net cash provided by financing activities 632
11
621
Net increase in cash and cash equivalents $ 1,115
$ 513
$ 602



	Six Months Ended June 30,
	2019			2018			Change
	(In millions)
Net cash provided by operating activities	$	156		$	314		$	(158	)
Net cash (used in) provided by investing activities	(393		)	398			(791		)
Net cash used in financing activities	(362		)	(503		)	141
Net (decrease) increase in cash, cash equivalents, and restricted cash and cash equivalents	$	(599	)	$	209		$	(808	)

Operating Activities

Cash provided by operating activities increased $324 million in the nine months ended September 30, 2017 compared with the nine months ended September 30, 2016. The change in net (loss) income, partially offset by the effect of adjustments to reconcile net loss to net cash provided by operating activities, reduced cash provided by operating activities by $169 million. This change was more than offset by the aggregate of the following changes:

~~Medical claims and benefits payable.~~ ~~In 2017, the change in medical claims and benefits payable increased cash flows from operations by $381 million, primarily due to additional accruals relating to increased membership in 2017.~~

~~Receivables and deferred revenue.~~ In 2017, the aggregate change in receivables and deferred revenue increased cash flows from operations by $395 million. Cash flows from operations in each period were impacted by the timing of premium revenues receipts. In general, state or federal payors may delay our premium payments, which we record as a receivable, or they may prepay the following month’s premium payment, which we record as deferred revenue. We typically receive capitation payments ~~monthly;~~monthly, in advance of payments for medical claims; however, ~~state or federal~~government payors may ~~decide to~~ adjust their payment schedules, ~~which could~~ positively or negatively ~~impact~~impacting our reported cash flows from operating activities in any given period. For example, government payors may delay our premium payments, or they may prepay the following month’s premium payment.

~~Amounts~~Net cash provided by operations for the six months ended June 30, 2019 was $156 million, compared with $314 million in the six months ended June 30, 2018. The $158 million decrease in cash flow was due ~~government agencies.~~ ~~In 2017, the change in amounts due~~to settlements with government agencies, ~~decreased~~mainly related to the final 2017 CSR settlement paid in 2019, timing of CMS Medicare premium receipts in 2018, and the use of cash ~~flows~~associated with declines in Medicaid and Marketplace membership. These items were partially offset by a net benefit from ~~operations by $381 million, primarily due to payments~~timing differences in ~~the third quarter of 2017.~~other current assets and liabilities.

Investing Activities

Net cash used in investing activities ~~increased $343~~was $393 million in the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019, compared with $398 million provided by investing activities in the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, a decrease in cash flow of $791 million. The year over year decline was primarily due to ~~higher purchases~~lower proceeds from sales and maturities of investments, net of ~~sales and maturities,~~purchases, in the ~~current year.~~six months ended June 30, 2019, largely driven by cash flow needs associated with our financing activities, as described below.

Financing Activities

Net cash ~~provided by~~used in financing activities ~~increased $621~~was $362 million in the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019, compared with $503 million in the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, an increase in cash flow of $141 million, due to less cash used in 2019 compared with 2018. In the six months ended June 30, 2019, net cash paid for the aggregate 1.125% Convertible Notes-related transactions amounted to $609 million, partially offset by proceeds ~~received from the 4.875% Notes offering and borrowings~~of $220 million borrowed under the Term Loan Facility. In the six months ended June 30, 2018, net cash used in financing activities included net cash paid for the aggregate 1.125% Convertible Notes-related transactions of $202 million, and the $300 million repayment of the Credit Facility.

FINANCIAL CONDITION

We believe that our cash resources, ~~combined with~~our borrowing capacity available under our Credit ~~Facility,~~Agreement as discussed further below in “Future Sources and Uses of Liquidity—~~Sources”,~~Future Sources,” and internally generated funds will be sufficient to support ~~costs under the Restructuring Plan,~~our operations, regulatory requirements, debt repayment obligations and capital expenditures for at least the next 12 months.

On a consolidated basis, at ~~September~~June 30, ~~2017,~~2019, our working capital was ~~$1,746~~$2,475 million, compared with ~~$1,418~~$2,216 million at December 31, ~~2016.~~2018. At ~~September~~June 30, ~~2017,~~2019, our cash and investments amounted to ~~$6,166~~$4,423 million, compared with ~~$4,689~~$4,629 million at December 31, ~~2016.~~2018.

Regulatory Capital and Dividend Restrictions

Each of our HMO subsidiaries must maintain a minimum amount of statutory capital determined by statute or regulations. Such statutes, regulations and capital requirements also restrict the timing, payment and amount of dividends and other distributions, loans or advances that may be paid to us as the sole stockholder. To the extent our HMO subsidiaries must comply with these regulations, they may not have the financial flexibility to transfer funds to us. Based upon current statutes and regulations, the minimum capital and surplus (net assets) requirement, for these subsidiaries was approximately $1,050 million at June 30, 2019, and $1,040 million at December 31, 2018. Our HMO subsidiaries were in compliance with these minimum capital requirements as of both dates.

Under applicable regulatory requirements, the amount of dividends that may be paid through the remainder of 2019 by our HMO subsidiaries without prior approval by regulatory authorities as of June 30, 2019, is approximately $127 million in the aggregate. Our HMO subsidiaries can pay dividends over this amount, but only after approval is granted by the regulatory authorities.

Debt ~~Ratings.~~ Ratings

Our 5.375% Notes and 4.875% Notes are rated ~~“BB”~~“BB-” by Standard & Poor’s, and “B2” by Moody’s Investor Service, Inc. A ~~significant~~ downgrade in our ratings could adversely affect our borrowing capacity and increase our borrowing costs.

Financial ~~Covenants.~~Covenants

Our Credit ~~Facility~~Agreement contains customary non-financial and financial covenants, including a net leverage ratio and an interest coverage ratio. Such ratios, presented below, are computed as defined by the terms of the Credit ~~Facility.~~Agreement.



Credit Facility Financial Covenants	Required Per Agreement	As of ~~September~~June 30, ~~2017~~2019

Net leverage ratio	<4.0x	~~2.5x~~1.0x
Interest coverage ratio	>3.5x	~~8.8x~~14.7x

In addition, the ~~terms of our~~indentures governing the 4.875% Notes, the 5.375% Notes and ~~each of~~ the 1.125% ~~and 1.625%~~ Convertible Notes contain cross-default provisions ~~with the Credit Facility~~ that are triggered upon ~~an event~~default by us or any of ~~default under~~our subsidiaries on any indebtedness in excess of the ~~Credit Facility, and when borrowings under the Credit Facility equal or exceed certain amounts as defined~~amount specified in the ~~related indentures.~~applicable indenture. As of ~~September~~June 30, ~~2017,~~2019, we were in compliance with all covenants under the Credit ~~Facility.~~Agreement and the indentures governing our outstanding notes.

Capital Plan Progress

In the first quarter of 2019, we repaid $46 million aggregate principal amount of our 1.125% Convertible Notes and entered into privately negotiated termination agreements to terminate the respective portion of the related 1.125% Call Option and 1.125% Warrants.

In the second quarter of 2019, we repaid an additional $139 million aggregate principal amount of our 1.125% Convertible Notes and entered into privately negotiated termination agreements to terminate the respective portion of the related 1.125% Call Option and 1.125% Warrants. Following these transactions, the remaining principal amount outstanding of our 1.125% Convertible Notes is $67 million.

FUTURE SOURCES AND USES OF LIQUIDITY

Future Sources

Our Health Plans segment regulated subsidiaries generate significant cash flows from premium revenue, which we generally receive a short time before we pay for the related ~~health care~~healthcare services. Such cash flows are our primary source of liquidity. Thus, any future decline in our profitability may have a negative impact on our liquidity.

Dividends from Subsidiaries. When available and as permitted by applicable regulations, cash in excess of the capital needs of our regulated health plans is generally paid in the form of dividends to our unregulated parent company to be used for general corporate purposes. In

Credit Agreement Borrowing Capacity. As of June 30, 2019, we had available borrowing capacity of $380 million under the ~~nine months ended September 30, 2017 and 2016,~~Term Loan Facility, following our draw down of $220 million in the first half of 2019. Under the Term Loan Facility, we ~~received $100 million and~~may request up to ten advances, each in a minimum principal amount of $50 million, ~~respectively, in dividends from~~until July 31, 2020. In addition, we have available borrowing capacity of $498 million under our ~~regulated health plan subsidiaries. We received $36 million in dividends from our unregulated subsidiaries in the nine months ended September 30, 2017.~~Credit Facility. See further discussion in the Notes to Consolidated Financial Statements, Note ~~13, “Commitments and Contingencies—Regulatory Capital Requirements and Dividend Restrictions.~~7, “Debt.”

Savings from the IT Restructuring Plan. ~~As previously disclosed,~~Management is focused on a margin recovery plan that includes identification and implementation of various profit improvement initiatives. To that end, we began a plan to restructure our information technology department (the “IT Restructuring Plan”) in 2018. In early 2019, we entered into services agreements with our outsourcing vendor under which they manage certain of our information technology services. We expect the IT Restructuring Plan to be completed by the end of 2019. We currently estimate that ~~our restructuring~~this plan will reduce annualized run-rate expenses by approximately ~~$300~~$15 million to ~~$400~~$20 million ~~when completed~~in the first full year, increasing to approximately $30 million to $35 million by the end of ~~2018. We have already~~the fifth full year. Such savings, if achieved, $200 million of these run-rate reductions on an annualized basis, which will take full effect no later than January 1, 2018. All savings targets discussed in regards to the restructuring plan represent annualized run-rate savings that we expect to achieve during the year following the indicated implementation date. We expect one-time costs associated with the restructuring plan to exceed the benefits realized in 2017 due to the upfront payment of implementation costs and the delayed benefit of full savings until the beginning of 2018. We expect the cost savings towould reduce ~~both “General~~Other segment general and administrative ~~expenses” and “Medical care costs” reported on~~expenses in our consolidated statements of ~~operations.~~

~~The following table illustrates our estimates of run-rate savings associated with~~income. Further details are described in the ~~restructuring plan. Such savings will be offset, through the end of 2018, by the costs noted below in “Uses.” Following 2018, the savings will be offset by approximately $20 million in run-rate expenses resulting from the implementation of restructuring plan initiatives.~~



~~Estimated Savings Expected to be Realized by Reportable Segment~~	~~Health Plans~~	~~Other~~		~~Total~~
	~~(In millions)~~
~~General and administrative expenses~~	~~$50~~	~~$120 to $140~~		~~$170 to $190~~
~~Medical care costs~~	~~$110 to $190~~	~~$20~~		~~$130 to $210~~
	~~$160 to $240~~	~~$140 to $160~~	��	~~$300 to $400~~

~~Credit Facility.~~ ~~Refer to~~ Notes to Consolidated Financial Statements, Note ~~7, “Debt,~~10, “Restructuring Costs.” ~~for a detailed discussion~~

Future Uses

Regulatory Capital Requirements and Dividend Restrictions. We have the ability, and have committed to provide, additional capital to each of our ~~Credit Facility. In August 2017, we drew against the Credit Facility in the amount of $300 million.~~

~~4.875% Notes.~~ ~~The 4.875% Notes contain a limitation on the use of proceeds which required us~~health plans as necessary to deposit the net proceeds from their issuance into a segregated deposit account, a current asset reported as “Restricted investments” in our consolidated balance sheets. See further discussion in Notes to Consolidated Financial Statements, Note 7, “Debt.”ensure compliance with statutory capital and surplus requirements.

~~Shelf Registration Statement.~~1.125% Convertible Notes. The fair value of the 1.125% Convertible Notes was $231 million as of June 30, 2019, which amount reflects both the principal amount outstanding and the estimated fair value of the 1.125% Conversion Option. The 1.125% Convertible Notes mature on January 15, 2020. As conversion requests are received, the settlement of the notes must be paid in cash pursuant to the terms of the applicable indenture. We have ~~a shelf registration statement on file with the Securities and Exchange Commission to register an unlimited~~received conversion notices for approximately $9 million principal amount ~~of any combination of debt or equity securities in one or more offerings. Specific information regarding the terms and securities being offered~~that will be provided at the time of an offering. Proceeds from future offerings are expected to be used for general corporate purposes, including, but not limited to, the repayment of debt, investments in or extensions of credit to our subsidiaries and the financing of possible acquisitions or business expansion.

~~Uses~~

~~Restructuring.~~ ~~We recorded $118 million of restructuring costs~~settled in the third quarter of 2017. Restructuring costs incurred to date consist primarily of termination benefits, write-offs of capitalized software due to the re-design of our core operating processes, restructuring of our direct delivery operations, and consulting fees. Under the restructuring plan, and also including separation costs to former executives, we have made cash payments of $24 million in the nine months ended September 30, 2017, and have accrued a liability of $65 million for future payments as of September 30, 2017.2019.

We estimate that total pre-tax costs associated with the restructuring plan will be approximately $70 million to $90 million in the fourth quarter of 2017, with an additional $20 million to $40 million to be incurred in 2018. We currently estimate that a majority of the costs we expect to incur in the fourth quarter of 2017 will be settled in cash. The costs we incur associated with the restructuring plan are reported in “Restructuring and separation costs” in our consolidated statements of operations.



~~Estimated Costs Expected to be Incurred by Reportable Segment~~	~~Health Plans~~	~~Molina Medicaid Solutions~~	~~Other~~	~~Total~~
	~~(In millions)~~
~~Termination benefits~~	~~$30 to $35~~	—	~~$30 to $35~~	~~$60 to $70~~
~~Other restructuring costs~~	~~$40 to $45~~	~~$10~~	~~$110 to $115~~	~~$160 to $170~~
	~~$70 to $80~~	~~$10~~	~~$140 to $150~~	~~$220 to $240~~

~~Regulatory Capital Requirements and Dividend Restrictions.~~ ~~For more information on our regulatory capital requirements and dividend restrictions, refer to Notes to Consolidated Financial Statements, Note 13, “Commitments and Contingencies.”~~

~~States’ Budgets.~~ From time to time, the states in which our health plans operate may experience financial difficulties, which could lead to delays in premium payments. Until July 4, 2017, the state of Illinois operated without a budget for its current fiscal year. As of September 30, 2017, our Illinois health plan served approximately 163,000 members, and recognized premium revenue of approximately $447 million in the nine months ended September 30, 2017. As of October 27, 2017, the state of Illinois owed us approximately $220 million for certain March through September 2017 premiums.

~~Convertible Notes.~~ We have outstanding $550 million aggregate principal amount of 1.125% cash convertible senior notes due January 15, 2020, unless earlier repurchased or converted. We refer to these notes as our 1.125% Convertible Notes. We also have outstanding $302 million aggregate principal amount of 1.625% convertible senior notes due August 14, 2044, unless earlier repurchased, redeemed, or converted. We refer to these notes as our 1.625% Convertible Notes. We refer to the 1.125% Convertible Notes and 1.625% Convertible Notes collectively as the Convertible Notes. The 1.125% Convertible Notes are convertible entirely into cash, and the 1.625% Convertible Notes are convertible partially into cash, each prior to their respective maturity dates under certain circumstances, one of which relates to the closing price of our common stock over a specified period. We refer to this conversion trigger as the stock price trigger.

The stock price trigger for the 1.125% Convertible Notes is $53.00 per share. The 1.125% Convertible Notes met this trigger in the quarter ended September 30, 2017; therefore, they are convertible into cash and are reported in current portion of long-term debt as of September 30, 2017.

The stock price trigger for the 1.625% Convertible Notes is $75.51 per share. The 1.625% Convertible Notes did not meet this stock price trigger in the quarter ended September 30, 2017. However, on contractually specified dates beginning in 2018, holders of the 1.625% Convertible Notes may require us to repurchase some or all of such notes. In addition, beginning May 15, 2018 until August 19, 2018, holders may convert some or all of the 1.625% Convertible Notes. Because of these put and conversion features, the 1.625% Convertible Notes are reported in current portion of long-term debt as of September 30, 2017. As noted above, because the proceeds from the 4.875% Notes are initially restricted to payments upon conversion or redemption of the 1.625% Convertible Notes, such restricted investments are also classified as current in the accompanying consolidated balance sheets.

For economic reasons related to the trading market for our Convertible Notes, we believe that the amount of the notes that may be converted over the next twelve months, if any, will not be significant. However, if the trading market for our Convertible Notes becomes closed or restricted due to market turmoil or other reasons such that the notes cannot be traded, or if the trading price of our Convertible Notes, which normally trade at a marginal premium to the underlying composite stock-and-interest economic value, no longer includes that marginal premium, holders of our Convertible Notes may elect to convert the notes to cash.

~~We currently~~ have sufficient available cash, combined with borrowing capacity available under our Credit ~~Facility,~~Agreement, to fund ~~such conversions.~~conversions as they occur, and to repay the outstanding principal amount of the 1.125% Convertible Notes at maturity. Refer to the Notes to Consolidated Financial Statements, Note 7, “Debt,” for a detailed discussion of the 1.125% Convertible Notes, including recent transactions.

CONTRACTUAL OBLIGATIONS

A summary of future obligations under our various contractual obligations and commitments as of December 31, ~~2016,~~2018, was disclosed in our ~~2016~~ Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2018.

AsOther than the financing transactions described ~~further~~ in the Notes to Consolidated Financial Statements, Note 7, ~~“Debt,~~“Debt,” on June 6, 2017, we completed the private offering of $330 million aggregate principal amount of senior notes (4.875% Notes) due June 15, 2025. In addition, in the third quarter of 2017, we borrowed $300 million under our Credit Facility.

~~Other than the transactions described above,~~ there were no ~~material~~significant changes to this previously filed information outside the ordinary course of business during the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2019. See also Note 13, “Leases”, for a summary of the maturities of our lease liabilities as of June 30, 2019.

CRITICAL ACCOUNTING ESTIMATES

When we prepare our consolidated financial statements, we use estimates and assumptions that may affect reported amounts and disclosures; actual results could differ from these estimates. Our critical accounting estimates relate to:

~~Health Plans segment medical claims and benefits payable. Refer to Notes to Consolidated Financial Statements, Note 6, “Medical Claims and Benefits Payable~~,” for a table that presents the components of the change in medical claims and benefits payable, and for additional information regarding the factors used to determine our changes in estimates for all periods presented in the accompanying consolidated financial statements. Other than the discussion as noted above, there have been no significant changes during the nine months ended September 30, 2017, to our disclosure reported in “Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2016.

~~Health Plans segment contractual provisions that may adjust or limit revenue or profit~~

•

Medical claims and benefits payable. Refer to Notes to Consolidated Financial Statements, Note 6, “Medical Claims and Benefits Payable,” for a table that presents the components of the change in medical claims and benefits payable, and for additional information regarding the factors used to determine our changes in estimates for all periods presented in the accompanying consolidated financial statements. Other than the discussion as noted above, there have been no significant changes during the six months ended June 30, 2019, to our disclosure reported in “Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2018.


•	Contractual provisions that may adjust or limit revenue or profit. For a discussion of this topic, including amounts recorded in our consolidated financial statements, refer to Notes to Consolidated Financial Statements, Note 2, “Significant Accounting Policies.”


•	Quality incentives. For a discussion of this topic, including amounts recorded in our consolidated financial statements, refer to Notes to Consolidated Financial Statements, Note 2, “Significant Accounting Policies.”


•	Goodwill and intangible assets, net. There have been no significant changes, during the six months ended June 30, 2019, to our disclosure reported in “Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2018.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our earnings and financial position are exposed to financial market risk relating to changes in interest rates, and the resulting impact on investment income and interest expense.

Substantially all of our investments and restricted investments are subject to interest rate risk and will decrease in value if market interest rates increase. Assuming a hypothetical and immediate 1% increase in market interest rates at June 30, 2019, the fair value of our fixed income investments would decrease by approximately $37 million. Declines in interest rates over time will reduce our investment income.

For further information on fair value measurements and our investment portfolio, please refer to Notes to Consolidated Financial Statements, Note 2,4, “~~Significant Accounting Policies~~Fair Value Measurements,” and Note 5, “Investments.”

~~Health Plans segment quality incentives~~.Borrowings under our Credit Agreement bear interest based, at our election, on a base rate or other defined rate, plus in each case the applicable margin. As of June 30, 2019, $220 million was outstanding under the Term Loan Facility. For ~~a discussion of this topic, including amounts recorded in our consolidated financial statements, refer to~~further information, see Notes to Consolidated Financial Statements, Note 2,7, “~~Significant Accounting Policies~~Debt.”

~~Molina Medicaid Solutions segment revenue and cost recognition~~. There have been no significant changes during the nine months ended September 30, 2017, to our disclosure reported in “Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2016.

~~Goodwill and intangible assets, net.~~ ~~Please refer to Notes to Consolidated Financial Statements, Note 2, “Significant Accounting Policies,” regarding our adoption of Accounting Standards Update No. 2017-04 as of June 30, 2017, which has simplified the test for goodwill impairment. In the third quarter of 2017, we~~

recorded impairment charges of $129 million for goodwill, and in the second quarter of 2017, we recorded impairment charges of $61 million for goodwill and $11 million for intangible assets, or $72 million in the aggregate. Such charges are reported in the accompanying consolidated statements of operations as “Impairment losses.” At September 30, 2017, goodwill and intangible assets, net, represented approximately 6% of total assets and 37% of total stockholders’ equity, compared with 10% and 46%, respectively, at December 31, 2016. Refer to Notes to Consolidated Financial Statements, Note 10, “~~Impairment Losses~~.”

~~SUPPLEMENTAL INFORMATION~~

~~FINANCIAL MEASURES THAT SUPPLEMENT U.S. GAAP (NON-GAAP FINANCIAL MEASURES)~~

We use these non-GAAP financial measures as supplemental metrics in evaluating our financial performance, making financing and business decisions, and forecasting and planning for future periods. For these reasons, management believes such measures are useful supplemental measures to investors in comparing our performance to the performance of other public companies in the health care industry.

EBITDA*

~~We believe that earnings before interest, taxes, depreciation and amortization (EBITDA*) is helpful in assessing our ability to meet the cash demands of our operating units.~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(In millions)
Net (loss) income $ (97 ) $ 42
$ (250 ) $ 99
Adjustments:
Depreciation, and amortization of intangible assets and capitalized software 39
42
129
118
Interest expense 32
26
85
76
Income tax (benefit) expense (16 ) 50
(46 ) 137
EBITDA* $ (42 ) $ 160
$ (82 ) $ 430

ADJUSTED NET (LOSS) INCOME* AND ADJUSTED NET (LOSS) INCOME PER SHARE*

We believe that adjusted net (loss) income* and adjusted net (loss) income per diluted share* are helpful in assessing our financial performance exclusive of the non-cash impact of the amortization of purchased intangibles. The following table reconciles net income, which we believe to be the most comparable GAAP measure, to adjusted net (loss) income*.

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(In millions, except diluted per-share amounts)
Net (loss) income $ (97 ) $ (1.70 ) $ 42
$ 0.76
$ (250 ) $ (4.44 ) $ 99
$ 1.77
Adjustment:
Amortization of intangible assets 7
0.13
9
0.15
24
0.43
24
0.42
Income tax effect ⁽¹⁾
(3 ) (0.05 ) (4 ) (0.06 ) (9 ) (0.16 ) (9 ) (0.16 )
Amortization of intangible assets, net of tax effect 4
0.08
5
0.09
15
0.27
15
0.26
Adjusted net (loss) income* $ (93 ) $ (1.62 ) $ 47
$ 0.85
$ (235 ) $ (4.17 ) $ 114
$ 2.03

~~__________________________~~


~~(1)~~	~~Income tax effect of adjustments calculated at the blended federal and state statutory tax rate of 37%.~~

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and ~~Procedures:~~Procedures. Our management, with the participation of our ~~interim~~ chief executive officer and our chief financial officer, has concluded, based upon its evaluation as of the end of the period covered by this report, that the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), ~~were not~~are effective at the reasonable assurance level because of the material weakness in our internal control over financial reporting described below. Notwithstanding the material weakness described below, management has concludedto ensure that our consolidated financial statements included in this interim report on Form 10-Q are fairly stated in all material respects in accordance with U.S. generally accepted accounting principles (GAAP) for each of the periods presented herein.

~~Existence of a Material Weakness in Internal Control as of September 30, 2017~~

~~During the quarter ended September 30, 2017, we determined that a material weakness existed in our internal control over financial reporting relating~~information required to the design and operating effectiveness of our internal control for our interim goodwill impairment tests for our Pathways subsidiary and Molina Medicaid Solutions segment. Specifically, spreadsheet formula errors in our valuation model, and errors madebe disclosed in the ~~calculation of impairment losses~~reports that we file or submit under the Exchange Act is recorded, ~~were not detected in our review procedures. As a result, we initially miscalculated~~processed, summarized, and reported within the ~~goodwill impairment~~time periods specified in the ~~three~~SEC’s rules and nine months ended September 30, 2017. The impairment calculation was corrected prior to the filing of our unaudited consolidated financial statements as of and for the three and nine months ended September 30, 2017.forms.

~~Remediation Plan for Material Weakness~~

We will implement a remediation plan developed to address this material weakness as of September 30, 2017. The remediation efforts we intend to implement include the enhancement of the design of the controls relating to the computation and rigor of review of the goodwill impairment tests. The enhancement of the controls will include the engagement of additional subject matter experts to support the valuation calculations, key assumptions and review process. In addition, we intend to develop new review controls that operate at an appropriate level of precision to prevent or detect potential material errors within the valuation calculations. We believe these measures will remediate the material weakness identified above and will strengthen our internal control over financial reporting for the computation of reporting unit fair value and potential consequent goodwill impairment. We are currently targeting to complete the implementation of the control enhancements during the fourth quarter of 2017. We will test the operating effectiveness of the control enhancements subsequent to implementation. If the remedial measures described above are insufficient to address the material weakness described above, or are not implemented timely, or additional deficiencies arise in the future, material misstatements in our interim or annual financial statements may occur in the future and could have the effects described in “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2016.

Changes in Internal Control Over Financial ~~Reporting:~~ ~~Except as described above, management did not identify any~~Reporting. There has been no change in our internal control over financial reporting during the fiscal quarter ended ~~September~~June 30, ~~2017~~2019 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

~~Existence of a Material Weakness in Internal Control as of December 31, 2016~~

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2016, based on the framework set forth in ~~Internal Control-Integrated Framework~~ ~~(2013)~~issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

We determined that a material weakness existed in our internal control over financial reporting relating to the operation of an element of our process for calculating the amount owed to California by our California health plan. More specifically, a Medicaid Expansion contract amendment executed in the fourth quarter of 2016 changed the medical loss ratio corridor formula and such amendment was not initially considered in determining the liability. As a result, we understated net income by $44 million for the year ended December 31, 2016, which was material to our consolidated results for the year ended December 31, 2016. This amount was corrected prior to the issuance of our consolidated financial statements as of and for the year ended December 31, 2016.

~~Because of this material weakness, management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2016, based on criteria described in~~ ~~Internal Control - Integrated Framework~~ ~~(2013) issued by COSO.~~

~~Remediation Plan for Material Weakness~~

We are executing the remediation plan developed to address the material weakness reported as of December 31, 2016. The remediation efforts we have implemented include the development of robust protocols to ensure that the control, relating to the review of a contractual amendment affecting the computation of the Medicaid Expansion medical loss ratio corridor for our California health plan, is operating as designed. We believe these measures will remediate the material weakness identified above and will strengthen our internal control over financial reporting for the computation of our California Medicaid Expansion medical loss ratio corridor. We currently are targeting to complete the implementation of the control enhancements during 2017. We will test the ongoing operating effectiveness of the control enhancements subsequent to implementation, and consider the material weakness remediated after the applicable remedial control enhancements operate effectively for a sufficient period of time. If the remedial measures described above are insufficient to address the material weakness described above, or are not implemented timely, or additional deficiencies arise in the future, material misstatements in our interim or annual financial statements may occur in the future and could have the effects described in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016.

LEGAL PROCEEDINGS

For information regarding legal proceedings, see Notes to Consolidated Financial Statements, Note ~~13, “Commitments~~12, “Commitments and ~~Contingencies.~~Contingencies.”

RISK FACTORS

Certain risks may have a material adverse effect on our business, financial condition, cash flows, results of operations, or stock price, and you should carefully consider them before making an investment ~~decision.~~decision with respect to our securities. In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, ~~2016 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017.~~2018. The risk factors described in our ~~2016~~ Annual Report on Form 10-K ~~and our Quarterly Reports on Form 10-Q~~ for the ~~quarters~~year ended ~~March~~December 31, ~~2017 and June 30, 2017,~~2018, are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, cash flows, results of operations, or stock price.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES

Purchases of common stock made by us, or on our behalf during the quarter ended ~~September~~June 30, ~~2017,~~2019, including shares withheld by us to satisfy our employees’ income tax obligations, are set forth below:

Total Number
of Shares
Purchased ⁽¹⁾

Average Price
Paid per Share

Total Number of Shares
Purchased as Part of
Publicly
Announced
Plans or
Programs

Approximate
Dollar Value
of Shares Authorized to Be Purchased Under the Plans or Programs
July 1 - July 31 665
$ 69.18
—
$ —
August 1 - August 31 285
$ 57.03
—
$ —
September 1 - September 30 —
$ —
—
$ —
Total 950
$ 65.54
—



	Total Number of Shares Purchased ⁽¹⁾	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares Authorized to Be Purchased Under the Plans or Programs
April 1 - April 30	136	$	142.69	—	$	—
May 1 - May 31	2,195	$	130.81	—	$	—
June 1 - June 30	408	$	152.56	—	$	—
Total	2,739	$	134.64	—

_______________________


(1)	During the three months ended ~~September~~June 30, ~~2017,~~2019, we withheld ~~950~~2,739 shares of common stock under our 2011 Equity Incentive Plan to settle employee income tax obligations.

INDEX TO EXHIBITS



Exhibit No.	Title	Method of Filing

~~10.1~~	~~Employment Agreement, dated October 9, 2017, by and between Molina Healthcare, Inc. and Joseph M. Zubretsky. Filed as Exhibit 10.1 to registrant’s Form 8-K filed October 10, 2017.~~

~~31.1~~10.1	~~Certification~~2019 Equity Incentive Plan - Form of ~~Interim Chief Executive~~ Restricted Stock Award Agreement (Employee/Officer ~~and Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.~~with No Employment Agreement)	Filed herewith.

~~32.1~~10.2	2019 Equity Incentive Plan - Form of Performance Stock Unit Award Agreement (Employee/Officer with No Employment Agreement)	Filed herewith.

10.3	2019 Equity Incentive Plan - Form of Restricted Stock Award Agreement (Officer with Employment Agreement)	Filed herewith.

10.4	2019 Equity Incentive Plan - Form of Performance Stock Unit Award Agreement (Officer with Employment Agreement)	Filed herewith.

31.1	Section 302 Certification of ~~Interim~~ Chief Executive Officer ~~and~~	Filed herewith.

31.2	Section 302 Certification of Chief Financial Officer	Filed herewith.

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

101.INS	XBRL Taxonomy Instance Document.	Filed herewith.

101.SCH	XBRL Taxonomy Extension Schema Document.	Filed herewith.

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.	Filed herewith.

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.	Filed herewith.

101.LAB	XBRL Taxonomy Extension Label Linkbase Document.	Filed herewith.

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		MOLINA HEALTHCARE, INC.
		(Registrant)

Dated:	~~November 5, 2017~~July 31, 2019	/s/ JOSEPH ~~W. WHITE~~M. ZUBRETSKY
		Joseph ~~W. White~~M. Zubretsky
		~~Interim~~ Chief Executive Officer
		(Principal Executive Officer)

Dated:	~~November 5, 2017~~July 31, 2019	/s/ ~~JOSEPH W. WHITE~~THOMAS L. TRAN
		~~Joseph W. White~~Thomas L. Tran
		Chief Financial Officer and Treasurer
		(Principal Financial Officer)

Molina Healthcare, Inc. ~~2017~~June 30, 2019 Form 10-Q | 6751



	September 30, 2017								December 31, 2016
	Current Benefit Year			Prior Benefit Years		Total			December 31, 2016

	(In millions)
Risk adjustment	$	(655	)	$	—	$	(655	)	$	(522	)
Reinsurance	—			10		10			55
Risk corridor	—			—		—			(1		)
Minimum MLR	(27		)	—		(27		)	(1		)



	Total		Quoted Market Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In millions)
Corporate debt securities	$	1,162	$	—	$	1,162	$	—
Government-sponsored enterprise securities (GSEs)	220		220		—		—
Municipal securities	131		—		131		—
Asset-backed securities	125		—		125		—
U.S. treasury notes	121		121		—		—
Certificates of deposit	28		—		28		—
Subtotal - current investments	1,787		341		1,446		—
Corporate debt securities	229		—		229		—
U.S. treasury notes	97		97		—		—
Subtotal - current restricted investments	326		97		229		—
1.125% Call Option derivative asset	425		—		—		425
Total assets	$	2,538	$	438	$	1,675	$	425

1.125% Conversion Option derivative liability	$	425	$	—	$	—	$	425
Total liabilities	$	425	$	—	$	—	$	425



	September 30, 2017				December 31, 2016
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(In millions)
5.375% Notes	$	692	$	726	$	691	$	714
1.125% Convertible Notes	489		927		471		792
4.875% Notes	325		324		—		—
Credit Facility	300		300		—		—
1.625% Convertible Notes	292		373		284		344
	$	2,098	$	2,650	$	1,446	$	1,850



	Restricted Stock Awards		Performance Stock Awards		Performance Stock Units		Total		Weighted Average Grant Date Fair Value
Unvested balance, December 31, 2016	577,244		345,656		—		922,900		$	58.15
Granted	386,273		—		231,100		617,373		57.16
Vested	(391,680	)	(260,894	)	(139,272	)	(791,846	)	57.78
Forfeited	(69,346	)	—		—		(69,346	)	54.37
Unvested balance, September 30, 2017	502,491		84,762		91,828		679,081		57.61



	Three Months Ended September 30, 2017
	Separation Costs - Former Executives		One-Time Termination Benefits		Other Restructuring Costs						Total
	Separation Costs - Former Executives		One-Time Termination Benefits		Write-offs of Long-lived Assets		Consulting Fees		Contract Termination Costs		Total
	(In millions)
Health Plans	$	—	$	27	$	6	$	—	$	—	$	33
Molina Medicaid Solutions	—		—		8		—		—		8
Other	—		23		35		16		3		77
	$	—	$	50	$	49	$	16	$	3	$	118



	Three Months Ended September 30, 2017
	Parent Guarantor			Other Guarantors			Non-Guarantors			Eliminations			Consolidated
	(In millions)
Revenue:
Total revenue	$	380		$	47		$	4,983		$	(379	)	$	5,031
Expenses:
Medical care costs	3			—			4,217			—			4,220
Cost of service revenue	—			42			81			—			123
General and administrative expenses	244			(1		)	519			(379		)	383
Premium tax expenses	—			—			106			—			106
Depreciation and amortization	23			1			9			—			33
Impairment losses	—			28			101			—			129
Restructuring and separation costs	77			8			33			—			118
Total operating expenses	347			78			5,066			(379		)	5,112
Operating income (loss)	33			(31		)	(83		)	—			(81		)
Interest expense	32			—			—			—			32
Income (loss) before income taxes	1			(31		)	(83		)	—			(113		)
Income tax expense (benefit)	9			(10		)	(15		)	—			(16		)
Net loss before equity in net losses of subsidiaries	(8		)	(21		)	(68		)	—			(97		)
Equity in net losses of subsidiaries	(89		)	(77		)	—			166			—
Net loss	$	(97	)	$	(98	)	$	(68	)	$	166		$	(97	)



Summary of Significant Items Affecting 2017 Financial Results
	Three Months Ended						Nine Months Ended
	September 30, 2017						September 30, 2017
	(In millions, except per diluted share amounts)
	Amount			Per Diluted Share ⁽¹⁾			Amount			Per Diluted Share ⁽¹⁾
Restructuring and separation costs	$	118		$	1.39		$	161		$	1.92
Impairment losses	129			1.77			201			2.77
Change in Marketplace premium deficiency reserve for 2017 service dates	(30		)	(0.33		)	40			0.45
Termination fee received for terminated Medicare acquisition	—			—			(75		)	(0.84		)
	$	217		$	2.83		$	327		$	4.30



	PMPM Premiums
	Low		High		Consolidated
TANF and CHIP	$	120.00	$	310.00	$	180.00
Marketplace	190.00		470.00		280.00
Medicaid Expansion	320.00		510.00		390.00
ABD	380.00		1,480.00		1,030.00
MMP – Integrated	1,250.00		3,280.00		2,190.00
Medicare	960.00		1,260.00		1,140.00